FORM OF INVESTMENT MANAGEMENT WITH CUSTODY AGREEMENT FOR ACCOUNT ENTITLED ________________________________________________________________

Investment Management Account. We appoint you to be the agent for the undersigned entity (referred to as “we” or “us”) to act as investment manager of an Investment Management with Custody Account (“Account”) in the name specified above to manage all assets and cash, including but not limited to the proceeds from the sale of such assets, and the income attributable to such assets, that are delivered to you for the Account (“Account Assets”). We will deliver to you only assets owned solely by us, and will advise you of the cost, date and manner of acquisition of any additional assets contributed to the Account. We will promptly notify you in writing of any reduction in the amount of the Account Assets subject to your investment management direction.

Investment of Account Assets. Subject to our right to give instructions with respect to the Account as described in Section 4 of this Investment Management with Custody Agreement (the “Agreement”), we authorize you, in your discretion, to:

invest, reinvest and/or hold cash un-invested, at the Account's risk, at such times and in such manner as you determine. You may buy, sell, exchange, convert and otherwise invest or trade in any stocks, bonds, units and other instruments, whether the issuer is organized in or outside the United States, including but not limited to:

deposit accounts, including your own or those of any of your Affiliated or Subsidiary Companies, as defined in Section 12;

shares of any mutual fund (including any money market mutual fund), including, without limiting the generality of this discretion, any mutual fund for which you and/or any of your Affiliated or Subsidiary Companies, acts as sponsor, distributor, administrator, adviser, or in any other capacity, or receives investment advisory or other fees (collectively, “Affiliated Funds”); provided, however, that if you invest in any Affiliated Fund, to the extent required by any applicable law, rule or regulation, this Agreement or any other governing document, you will exclude the value of any Account Assets so invested, from the calculation of your fees under Section 11 of this Investment Management Agreement; and

securities acquired pursuant to any public, private and direct placement (“Pooled Investment Vehicle”), including, without limiting the generality of this discretion, any fund not registered under the Investment Company Act of 1940, as amended, for which you and/or any of your Affiliated or Subsidiary Companies acts as sponsor, distributor, administrator, adviser, or in any other capacity, or receives investment advisory or other fees (an “Affiliated Pooled Investment Vehicle”); provided, however, that if you invest in any Affiliated Pooled Investment Vehicle, to the extent required by any applicable law, rule or regulation, this Agreement or any other governing document, you will exclude the value of any Account Assets so invested, from the calculation of your fees under Section 11 of this Investment Management Agreement.

execute any documentation as the Account's agent and attorney-in-fact as you may deem necessary to facilitate any such investment or reinvestment, including but not limited to signing the Account's or our name (1) on any securities registered in the Account's or our name in order to sell them or enable them to be deposited as authorized above, (2) on any documents necessary to establish your security interest under Section 8, and (3) on all necessary certificates of ownership or other instruments required by an issuer, depository or governmental authority under applicable law or regulation, and authorize your sub-custodians to do likewise;

place Account trades with any issuers or with any brokers or dealers, as you may select, including any of your Affiliated or Subsidiary Companies, which brokers or dealers are entitled to receive compensation out of the Account Assets for their services; and

purchase, sell, exchange, convert and otherwise execute non-US currency transactions in the spot or forward market as agent or as principal, at the market rate, as determined by you at your discretion.

Custody of Account Assets. Subject to Sections 4 and 5(a), we authorize you, in your discretion:

to hold cash and hold any issue of securities in the Account with securities of the same issue of your other clients, and deposit Account Assets (whether in “book entry” or physical form) with any domestic or non-US bank, broker or dealer, or securities depository, as your sub-custodian, in nominee name or otherwise;

with respect to trades reported on the Account's behalf through Depository Trust Company (“DTC”), to accept instructions from DTC (whether in a DTC report or otherwise) as though they were given by us; and

in those cases in which securities that have been purchased at varying prices are being sold or transferred, to use the “specific identification method” for allocating tax lots to a particular sale or transfer of securities for U.S. federal income tax purposes, unless we specifically request you to use another method of tax lot selection on or before the settlement date relating to that sale or transfer. This delegation of authority includes, without limitation, the discretion to select tax lots using a lot selection method other than “FIFO” (first-in, first-out).

Special Instructions. We authorize you to record telephone conversations related to the Account, and to rely on our oral or written instructions or notices when you receive them from any of our Authorized Persons, as defined in Section 6(k). We agree to confirm in writing any oral instruction given to you as soon thereafter as possible. You shall be under no duty to make any investigation or inquiry as to any statement contained in any oral or written instruction given and, unless and until specifically advised otherwise, you may accept the same as conclusive evidence of the truth and accuracy of the statements contained therein. You agree to comply with the following special instructions:

Administrative Provisions.

Income. Please remit income as follows: ______________________________________________________    

Statements. You agree to send us statements of principal and income transactions and appraisals of Account Assets at least quarterly, in written form or in any other form that you choose to make available, and provide an annual statement of income classified for federal income tax purposes, and a schedule of security transactions for the calendar year showing gains and losses, if the income tax costs and dates of acquisition are available. For purposes of all reports made by you, any non-US securities denominated in non-US currencies will be valued in the Account's base currency, which will be in United States dollars unless we agree otherwise. We agree to accept any form of communication transmitting such information.

Preparation of Income Tax Returns. You are o are not o authorized to prepare our income tax returns. If we have requested this service, you are authorized to charge the Account based on the amount of work involved.

Shareholder Disclosure. You may disclose the Account's or our name, address and security position when requested to do so by any issuer of securities held in the Account, unless we indicate that you may not (unless required by law) by checking the box o.

Representations and Warranties. We hereby acknowledge, represent and warrant to, and agree with you, as follows:

Client Assets. We are the sole owner of all Account Assets and (1) there are no restrictions on the transfer, sale or public distribution of any such Account Assets and (2) no option, lien, charge, security or encumbrance exists over such Account Assets, except as described to you in writing.

Authority. All authority given to you under this Agreement will remain in effect until changed or terminated by us in writing. You may give a copy of this Agreement to any broker, dealer or other party to a transaction, as evidence of your authority to act on the Account's behalf.

Understanding of Terms. We have reviewed, either alone or with our independent agent, and understand the matters set forth in this Agreement. We have received all information that we deem necessary or desirable in connection with our decision to enter into this Agreement.

Compliance with Anti-Money Laundering Laws. To comply with United States anti-money laundering laws and regulations, we represent as follows:

The Account Assets were not, and are not, directly or indirectly derived from activities that may contravene United States federal, state or international anti-money laundering laws or regulations to the extent that any such laws or regulations may be applicable to us.

If we are acting as agent or nominee for the beneficial owners of the Account Assets, we have adopted anti-money laundering policies and procedures with which we are in compliance.

If we are a non-US bank, we are not operating under an offshore banking license, which as a condition of our license, prohibits us from conducting banking activities with the citizens of, or in the local currency of, the jurisdiction that issued such license.

We have not been formed by, or for the benefit of, any individual described below; and none of the Authorized Persons identified to you from time to time in accordance herewith, is an individual described below:

a current or former senior official in the executive, legislative, administrative, military, or judicial branches of a non-US government (whether elected or not), or

a senior official of a major non-US political party, or

a senior executive of a non-US government-owned commercial enterprise, or

an immediate family member of any of the individuals described in subsections (A) through (C) above, or a person known to maintain a close personal or professional relationship with any such individuals.

We acknowledge that Federal law requires that you obtain, verify and record information and documents to identify the persons opening new accounts. For natural persons, this may include, without limitation, name, address, date of birth, and social security numbers, as well as government-issued photo identification, and for clients, other than natural persons, tax identification numbers and documents evidencing formation (e.g., Articles of Incorporation). We further acknowledge that you may also screen such names against various databases to verify identity.

We agree to provide you with information and documentation relating to our organizational structure, beneficial ownership, source of funds and Authorized Persons, including any changes relating thereto, whenever such changes occur, or if there are no such changes, upon request by you.

Changes to Account or Representations in Agreement. We will promptly notify you in writing of: (1) any change to the Account of which you would not otherwise have knowledge; and/or (2) any occurrence that results, or threatens to result, in any representations by us contained in this Agreement becoming false, misleading or incomplete.

Past Performance Not Indicative of Future Results. We acknowledge that past performance results achieved by accounts supervised and/or managed by you may not be indicative of the future performance of the Account.

Notice of Certain Events. We or our successor or legal representative, as the case may be, shall promptly notify you in writing of our dissolution, termination, merger, bankruptcy and/or the occurrence of any other event that might affect the validity of this Agreement or your authority under this Agreement. All directions given and actions taken or omitted by you prior to the time that such notice is given to you and which would otherwise be appropriate under the terms of this Agreement shall be binding upon us and any successor or legal representative thereto. Neither we nor any successor or legal representative thereto shall hold you liable for any loss, damage or liability arising out of or based upon any action taken or omitted by you in accordance with this Section 6(g).

Authority to Enter Into Agreement and of Signatory. We have full authority and power to engage you under the terms and conditions of this Agreement, and to execute, deliver and perform this Agreement without the need for any governmental or other authorizations, approvals or consents. Any individual whose signature is affixed to this Agreement on our behalf has full authority and power to execute this Agreement on our behalf. Any such individual and/or we shall promptly notify you in writing of any event that could reasonably be anticipated to affect any such individual's authority under this Agreement.

Binding Obligations. We represent that your engagement by us pursuant to the terms of this Agreement constitutes our legal, valid and binding obligation and does not violate our constituent documents, any other material agreement, order or judgment of any court or governmental authority, or any law applicable to us. We further represent that all investments permitted herein are within our power to enter into and have been duly authorized, and that when you enter into such investments on the Account's behalf and they are binding against a counterparty, they will constitute our legal, valid, and binding obligations.

Organizational Documents. We represent that you have been furnished a true and complete copy of such documentation, as amended to date, that establishes and evidences our organization as a legal entity and our authority to retain you. We will furnish promptly to you any amendments to such documentation, and we agree that, if any amendment affects your rights or obligations, such amendment will be binding on you only when you agree in writing. If the Account contains only part of our investment assets, we understand that you will have no responsibility for the diversification or concentration of all of our investments, and that you will have no duty, responsibility or liability for assets that are not in the Account.

Corporations, Partnerships and Other Entities. We represent that the individual(s) specified below in subsections (1) and (2) of this Section 6(k) are authorized to certify to you from time to time those persons who are duly authorized to act for us under this Agreement (“Authorized Persons”) and those persons or entities who are our shareholders, partners or members. We agree to notify you promptly in writing of any changes in the information specified below or on the Exhibits referred to below and attached hereto. We further represent as follows:

Corporations. If we are a Corporation:

Our President, Secretary or Chief Financial Officer listed on the attached Certification of Authorized Persons (Exhibit A) is authorized to act for us as an Authorized Person and to certify to you from time to time, by listing on, and delivering to you, Exhibit A or a substantially similar form, those other persons who also are so authorized to act on our behalf.

We have not issued bearer shares.

If we have five or fewer shareholders, we have accurately and completely listed on the attached Certification of Ownership (Exhibit B) all of the applicable information requested.

Partnerships and Other Entities.

If we are a partnership, an Authorized Person is any one of the general partners named on the attached Certification of Authorized Persons (Exhibit A).

If we are an entity other than a corporation or partnership, the officer specified on the attached Certification of Authorized Persons (Exhibit A) is authorized to act for us as an Authorized Person and to certify to you from time to time, by listing on, and delivering to you, Exhibit A or a substantially similar form, those other persons who also are so authorized to act on our behalf.

If we are a partnership or entity other than a corporation, and have five or fewer partners or members, we have accurately and completely listed on the attached Certification of Ownership (Exhibit B) all of the applicable information requested.

If we are a partnership or other entity, other than a corporation, we were formed under the laws of           .

We are not required to be registered under the United States Investment Company Act of 1940, as amended.

Non-US Entities. If we are a non-US entity including but not limited to a corporation or partnership formed under the laws of a country other than the United States, we further represent as follows:

We have checked here o if we meet any of the criteria under Test I on Exhibit C hereto; and we have checked here o if we meet any of the criteria under Test II on such Exhibit C.

We are not a dealer in stocks or securities and we do not have our principal office in the United States, nor are we otherwise engaged in trade or business in the United States.

Unlawful Internet Gambling Enforcement Act (“UIGEA”). If we are engaged in commercial betting or wagering:

We acknowledge that we are prohibited from knowingly engaging in any “Restricted Transactions,” i.e., accepting payments in connection with the participation of another person in “unlawful Internet gambling” (defined, generally, to mean placing, receiving, or otherwise knowingly transmitting a bet or wager by any means which involves the use, at least in part, of the Internet where such bet or wager is unlawful under any applicable federal or state law in the state or tribal lands in which the bet or wager is initiated, received, or otherwise made).

We represent that we do not engage in Internet gambling of any kind, whether or not we believe such gambling to be legal, and will not process through the Account any transaction that violates UIGEA.

We acknowledge and agree that you may block or reject any Restricted Transaction or close the Account if you believe the Account is in receipt of or engaged in any such transaction.

Repayment of Debts; Payment of Interest. We agree to repay you whether or not demand is made (a) the amount of any overdraft or other amounts (including but not limited to fees) owed by us, or charges or liabilities advanced or incurred by you, a sub-custodian, or nominee in connection with the Account (including but not limited to attorneys' fees) or any other account that we maintain with you, and (b) interest thereon at the rate then charged by you to your investment management clients on demand notes, as that rate may change from time to time (collectively “Debts”). You may charge the Account, or any other account that we may then have with you, for any Debts.

Grant of Security Interest. To collateralize our obligations to repay any Debts, by signing this Agreement we grant you a continuing security interest in the Account Assets and the assets in any other account (including, but not limited to cash, certificated and uncertificated securities and other financial assets) that we maintain with you in the same legal capacity at any time that any Debts are outstanding ("Collateral"). You may apply any cash, or sell any other Collateral and apply the proceeds to repayment of the Debts and related expenses. We agree that you will have all the rights of a secured creditor that are provided by New York law and that you may assign any such rights.

Your Responsibilities. Your responsibilities are solely as stated in this Agreement. Specifically, we agree that, except as may otherwise be provided by law, you shall not be liable for:

any loss that the Account may suffer by reason of any investment decision made or other action taken or omitted in good faith and with that degree of care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity would use in the conduct of an enterprise of a like character and with like aims;

any loss, expense or other liability (including but not limited to attorneys' fees) arising or incurred as a result of your compliance with our instructions, reasonably and in good faith believed by you to be genuine;

any act or failure to act by any broker or other person with whom you or the Account may deal in connection with the subject matter of this Agreement; or

any failure or delay in performance of any obligation under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond your reasonable control, including without limitation, acts of God; earthquakes; fires; floods; wars; terrorism; civil or military disturbances; sabotages; epidemics; riots; interruptions, loss or malfunctions of utility,

General Indemnification. We agree to indemnify you to the fullest extent permitted by law for any expense or liability (including, without limitation, attorneys' fees and related charges and expenses) incurred by you with respect to the Account when acting in accordance with this Agreement or to enforce this Agreement or any part thereof, including, without limitation, this Section 10.

Compensation. For your services under this Agreement, we authorize you to charge the fees and charges as set forth in Schedule 1 attached to this Agreement, as that schedule may be amended from time to time. You may charge ___% against income and ___% against principal; or to the extent that the income is insufficient to cover the percentage of fees and charges indicated, then the balance thereof is to be charged against principal.

Conflicts. Nothing in this Agreement shall be deemed to limit or restrict your right, or the right of any of your officers, directors or employees, to engage in any other business or to render investment management services or services of any kind to any other client. We understand that you provide investment management services to numerous other accounts. We understand that you may give advice and take action with respect to any of your other clients and their accounts that may differ from the timing or nature of action taken by you with respect to the Account. Nothing in this Agreement shall impose upon you any obligation to purchase or sell or to recommend for purchase or sale, with respect to the Account, any security (including long and short positions) that you, or your Affiliated or Subsidiary Companies, or your or their directors, officers, employees or family members of any of them may purchase or sell for its or their own account(s) or for the account of any other client. For purposes of this Agreement, “Affiliated or Subsidiary Companies” are those operating companies and investment entities, directly or indirectly controlled by, or under common control with, you or your parent company, Franklin Resources, Inc., and whether using the name Fiduciary, Templeton, Franklin, FTI or any other name.

Proxies and Other Legal Notices.

Decisions on proxy voting will be made by you unless such decisions are expressly reserved by us. Except as provided in Sections 13 (b), (c) and (d) below, you shall not be expected or required to take any action with respect to legal proceedings (including, without limitation, class action lawsuits and regulatory recovery funds) involving securities presently or formerly held in the Account, or the issuers of such securities or related parties.

When in the exercise of your discretion you determine that such action is in our best interest, we hereby authorize you and appoint you as our attorney-in-fact, to:

participate and otherwise act on behalf of us in connection with all matters arising with respect to any reorganization or restructuring, liquidation, bankruptcy, insolvency or similar event relating to an issuer (or a related party of such issuer) of securities managed by you as part of the Account (collectively, the “Authorized Matters”), including, without limitation, acting on our behalf as a member of any related creditor’s committee or a similar ad hoc or statutory committee;

engage, or direct the applicable indenture trustee or similar entity to engage professionals, including attorneys and financial advisors, to represent our interests with respect to the Authorized Matters;

execute, file and deliver any necessary or appropriate documents in connection with the Authorized Matters, including, but not limited to, proofs of claim, transaction documents, certifications, representation letters, objections, releases of claims, powers of attorney, retainer agreements, and settlement agreements; and

in general, perform any other act for us in all matters relating to the Authorized Matters, as applicable (collectively, all such actions described in Section 13(b) comprise the “Authorized Matters Service”).

We further acknowledge and agree that:

notwithstanding any confidentiality provisions in this Agreement, information relating to you or the Account may be disclosed to third parties in connection with any Authorized Matter;

by filing a proof of claim on our behalf with respect to any Authorized Matter, you may waive our right to a jury trial and potential objections as to jurisdiction with respect to such Authorized Matter; and

you shall take such action as you deem prudent in connection with Authorized Matters in your sole discretion, which may include the decision not to take any action.

You may, at any time, change the scope of, or terminate, the Authorized Matters Service. You will provide notice to us of any such Authorized Matters Service change in scope or termination in any manner you choose, including by electronic communication, and we expressly consent to accept any manner of delivery of such communications, including by electronic communication. The Authorized Matters Service shall, if not sooner terminated, automatically terminate upon the termination of this Agreement.

Brokerage. In selecting brokers or dealers to execute trades, you are expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance your investment research and portfolio management capability, generally, even if the commission exceeds the commission which another broker would have charged for effecting the transaction; provided that you determine in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services provided by such broker, either in respect of the Account or your overall responsibilities to your discretionary accounts.

Confidential Relationships. All information and recommendations furnished by either party to the other shall at all times be treated in strictest confidence and shall not be disclosed to third persons, except as may be permitted by law or regulation, or except upon the prior written approval of the other party to this Agreement.

Communications. All Account documents and other instructions or notices, as applicable, required to be in writing shall be deemed duly given when delivered in person or sent by first-class mail, postage prepaid, overnight courier, or confirmed facsimile, with original to follow, to us at our address below, or to you addressed as follows:

Use of Affiliated or Subsidiary Companies. You may delegate all or part of your duties under this Agreement to any Affiliated or Subsidiary Company.

Level of Online Access Requested. To gain access to online systems, networks, databases and functions (“Site Services”) that you may make available from time to time on FIDUCIARYTRUST.COM (your “Site”), in accordance with the terms and conditions of the Online Access Agreement, FIDUCIARYTRUST.COM/FTCIINVESTORSERVICES.COM, (as applicable), (attached to Appendix 1). Check the applicable box to indicate desired level of online access for the Account.

Right of Set-off. We agree that you have a right of set-off against any of our funds that are held by, or on deposit with, you in the Account or any other account that we maintain with you in the same legal capacity at any time that any Debts are outstanding. To enforce this right, you may use any of our funds that are on deposit with you or held by you to repay any Debts that are outstanding.

Governing Law. This Agreement will be governed by the laws of the State of New York without regard to any laws that might otherwise apply under principles of choice of law or conflicts of law.

Entire Agreement; Amendment; Termination. This Agreement sets forth and restates the entire understanding of the parties with respect to the Account, and replaces all previous agreements, understandings and communications, oral or written. It can only be amended by both parties in writing, except that, if you send us notice of an amendment, it will become effective thirty days later unless we object in writing within that time. We may terminate this Agreement at any time by written notice to you. You may terminate it on thirty days' written notice to us. Sections 6, 7, 8, 9, 10, 11, 15, 16, 18 and 21 shall survive the termination of this Agreement. Upon termination you will have no further obligations hereunder, provided that any liability under this Agreement of either party to the other shall survive and remain in full force and effect with respect to transactions that have been initiated, but not completed, and with respect to any other claim or matter of which either of the parties has given the other written notice prior to such termination, until such liability has been finally settled (except that you will be entitled to your fees, prorated to the date of termination). If liquidation of any part of the Account is necessary or desired by us, you will do so in an orderly manner and, after settlement of all amounts outstanding from the Account, you will transfer such liquidated assets and any other remaining Account Assets to us or in accordance with our instructions.

Severability. The provisions of this Agreement are severable. If any provision, or part thereof, is determined to be void, voidable, illegal or invalid, the remaining provisions of this Agreement, including parts thereof, if applicable, shall continue to be valid and enforceable.

FDIC Insurance Disclosure. We acknowledge that securities, mutual funds and other non-deposit investments in the Account are subject to the following:

Any individual person who is not a United States citizen;

Any non-US government;

Any corporation, the president, chief executive officer, chairman of the board of directors or other executive officer of which is not a United States citizen, or of which more than a minority of its directors necessary to constitute a quorum or more than a minority of its directors are not United States citizens;

Any corporation organized under the laws of any non-US government;

Any corporation of which more than one-fourth of its stock is owned beneficially or of record, or may be voted, by persons who are not United States citizens, or which by any other means whatsoever is controlled by or in which control is permitted to be exercised by persons who are not United States citizens;

Any partnership or association which is controlled by persons who are not United States citizens; or

Any person (including any individual, partnership, corporation or association) who acts as representative of, or fiduciary for, any person described in clauses (a) through (f) above.

Any individual person who is not a citizen of the United States;

Any association (including a partnership, joint tenancy and tenancy in common) organized or existing under the laws of any government outside the United States or any state or territory thereof, or of which any members are not citizens of the United States;

Any corporation organized under the laws of any government outside the United States or any state or territory thereof, or of which corporation, to the best of its knowledge, more than 5% of the voting stock, or if all of the voting stock, is owned or controlled by citizens of countries that deny to United States citizens privileges to own stock in corporations holding oil and gas leases similar to the privileges of non-United States citizens to own stock in corporations holding oil and gas leases on federal lands; or

Any person otherwise not qualified to hold an interest in oil and gas leases on federal lands, including offshore areas, under federal laws and regulations in effect from time to time.

For an Affected Account open on the last bank business day of the calendar quarter in which the Affected Account is initially opened, based on the value of the assets in such Relationship Account or the value of the Affiliated Mutual Funds in our Account, as the case may be, at the most recent close of market trading on the last bank business day of the calendar quarter.

For an Affected Account open on the first calendar day of the calendar quarter in which the Affected Account is closed prior to the last bank business day of such calendar quarter, based on the value of the assets in such Relationship Account or the value of the Affiliated Mutual Funds in our Account, as the case may be, at the most recent close of market trading on the day the Affected Account closes.

“Materials” means access includes transaction reports, account asset listings, month and year-end reports and such other material as FTCI may make available on the Site from time to time.

accepts the designation as an Authorized User on the Cover Page of the Online Access Agreement, a copy of which is attached hereto, for purposes of viewing the information related to the Account as indicated on the Cover Page;

agrees to the terms and conditions of the Online Access Agreement to the extent that they apply to an Authorized User that is a User Affiliate;

agrees to the terms and conditions of usage of the Site, as set forth in the Online Access Agreement; and

understands that this designation will only become effective upon the return by the undersigned of this signed and dated Acceptance to Fiduciary Trust Company International.