Amendment Number 6 to the Managed Operations Services Agreement

EXHIBIT 10.3

Amendment Number 6

to the

Managed Operations Services Agreement

This Amendment Number 6 to the Managed Operations Services Agreement (this “Amendment”), is made by and between Franklin Templeton Companies, LLC, a Delaware Limited Liability Company, having a place of business at One Franklin Parkway, San Mateo, CA, 94403 (“Franklin”) and International Business Machines Corporation, having place of business at Route 100, Somers, NY, 10589 (“IBM”) (collectively referred to herein as the “Parties”). This Amendment is entered into on this 6^th day of March, 2006. This Amendment amends the Managed Operations Services Agreement, dated February 6, 2001, between Franklin and IBM as modified or amended prior to the date hereof including any schedules, supplements, exhibits and attachments thereto (the “Agreement”). Capitalized terms used but not defined herein shall have their respective meanings as defined in the Agreement. In the event of any inconsistency between the terms of the Agreement and the terms of this Amendment, the terms of this Amendment shall prevail. All terms and conditions of the Agreement not specifically amended or supplemented herein, shall remain unchanged and in full force and effect.

Unless otherwise stated herein, this Amendment shall be effective July 1, 2003 (the “Amendment 6 Effective Date”) and shall run concurrently with the Term of the Agreement.

The affected and changed sections and Schedules of the Agreement are as indicated below.

A.) The table in Section 27.k is hereby deleted in its entirety and replaced with the following:

A.) Revision 1 to Schedule A (Services) is hereby amended as follows:

Operate the Franklin mail application in accordance with the Procedures Manual until September 30, 2003.

B.) Revision 2 to Schedule B (Service Levels) is hereby amended as follows:

Minimum Service Level or MSL means a failure to meet the Mainframe Processing Unit Availability Minimum Service Level or Critical Server Availability Minimum Service Level as further described in Section 6.0 (b) (6) of this Schedule.

[Intentionally Left Blank]

C.) Revision 2 to Schedule C (Charges) is hereby amended as follows:

“Network Monitoring Devices” shall have the meaning specified in Section 5.9(a) of this Schedule.

Host CPU resource usage will be measured during Prime Time and Nonprime Time hours and will include all components of Host CPU time (including systems overhead) logged through System Management Facilities (SMF) Type 70 for MVS, or other mutually agreeable substitute.

Resource Usage in this category will be measured monthly as the total number of IBM full time equivalents supporting Production Control Services, as described in Schedule A and set forth in Revision 1 to Exhibit C-1.

“The One-Time Incremental Asset Charge will be invoiced at the time of installation of the incremental assets” is deleted in its entirety and replaced with the following:

“The One-Time Incremental Asset Charge will be invoiced quarterly in alignment with the ARC/RRC quarterly invoice process.”

IBM shall provide to Franklin a one-time credit in amount of $18,102 to be applied to the first monthly invoice following the Amendment 6 Effective Date.

“One page per month equals one RU”.

“IBM will track and report on Production Lock Down resource capacity and utilization as part of monthly reporting.”

1. 14 days (except for refreshed images which shall be 30 days beginning on the date Amendment 6 is executed by both Parties and ending on the one year anniversary of such execution) after the later of (i) the RFS/ARC planned Operational date or (ii) the actual operational date of the hardware unless

D.) Revision 1 to Schedule E (Projects) is hereby amended as follows:

Unless otherwise agreed by the parties, Project hours will be allocable annually in four equal parts during the respective calendar quarters. Thus, subject to the other provisions set forth herein (assuming the yearly allocation to be 18,000) 4,500 hours will be available for Franklin’s use on Projects during each calendar quarter. Should Franklin desire a different allocation of the annual Project hour allocation, it may so request and IBM will make diligent efforts to accommodate the request. Should Franklin not utilize the entire Hours Pool during a calendar year, up to 1500 unused hours from the previous calendar year (excluding hours carried over to the previous year per this provision) may be utilized during the first month

following the applicable calendar year. Hours for this first month following the applicable calendar year will be expended following a first in, first out methodology.

E.) Schedule F (Software) is hereby amended as follows:

“Schedule F” including Supplement F-1 to Schedule F is deleted in its entirety and replaced with “Revision 1 to Schedule F” which is attached hereto.

F.) Schedule G (Machines) is hereby amended as follows:

“Schedule G” including Supplement G-1 to Schedule G is deleted in its entirety and replaced with “Revision 1 to Schedule G” which is attached hereto.

G.) Schedule I (Facilities) is hereby amended as follows:

“Schedule I” including Supplement I-1 to Schedule I is deleted in its entirety and replaced with “Revision 1 to Schedule I” which is attached hereto.

H. ) Revision 1 to Schedule M (Business Recovery Services) is hereby amended as follows:

THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AMENDMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE PARTIES AGREE THAT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES RELATING TO THIS SUBJECT SHALL CONSIST OF 1) THIS AMENDMENT, 2) THE SCHEDULES AND SUPPLEMENTS TO THE SCHEDULES, AND 3) THE AGREEMENT, DATED FEBRUARY 6, 2001, AS PREVIOUSLY AMENDED. FRANKLIN’S APPROVAL OF THIS AMENDMENT SHALL BE CONSIDERED ACCEPTANCE BY FRANKLIN OF IBM’S PROVISION OF THE SERVICES FOR THE CORRESPONDING CHARGES SPECIFIED IN THE AGREEMENT, AS AMENDED. THIS STATEMENT OF THE AMENDMENT SUPERSEDES ALL PROPOSALS OR OTHER PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER DESCRIBED IN THIS AMENDMENT.