[FORM]
ADMINISTRATION AGREEMENT BETWEEN
FRANKLIN XXXXXXXXX SERVICES, INC.
AND
FRANKLIN MUTUAL SERIES FUND INC.
AGREEMENT dated as of ____________, 1997, between Franklin Mutual
Series Fund Inc., a Maryland corporation which is a registered open-end
investment company, on behalf of its series, MUTUAL FINANCIAL SERVICES FUND
(the "Fund"), and Franklin Xxxxxxxxx Services, Inc. ("FTS").
In consideration of the mutual promises herein made, the parties hereby
agree as follows:
(1) FTS agrees, during the life of this Agreement, to be responsible
for:
(a) providing office space, telephone, office equipment and
supplies for the Fund;
(b) paying compensation of the Fund's officers for services
rendered as such;
(c) authorizing expenditures and approving bills for payment on
behalf of the Fund;
(d) supervising preparation of annual and semiannual reports to
shareholders, notices of dividends, capital gains distribution and tax
credits, and attending to routine correspondence and other communications
with individual shareholders;
(e) daily pricing of the Fund's investment portfolio and
preparing and supervising publication of daily quotations of the bid and
asked prices of the Fund's Shares, earnings reports and other financial data;
(f) monitoring relationships with organizations serving the
Fund, including custodians, transfer agents and printers;
(g) providing trading desk facilities for the Fund;
(h) supervising compliance by the Fund with recordkeeping
requirements under the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations thereunder, with state regulatory requirements,
maintenance of books and records for the Fund (other than those maintained by
the custodian and transfer agent), preparing and filing of tax reports other
than the Fund's income tax returns;
(i) monitoring the qualifications of tax deferred retirement
plans for the Fund; and
(j) providing executive, clerical and secretarial personnel
needed to carry out the above responsibilities.
(2) The Fund agrees, during the life of this Agreement, to pay to FTS
as compensation for the foregoing a monthly fee equal on an annual basis to
0.15% of the first $200 million of the aggregate average daily net assets of
the Fund during the month preceding each payment, reduced as follows: on
such net assets in excess of $200 million up to $700 million, a monthly fee
equal on an annual basis to 0.135%; on such net assets in excess of $700
million up to $1.2 billion, a monthly fee equal on an annual basis to 0.10% ;
and on such net assets in excess of $1.2 billion, a monthly fee equal on an
annual basis to 0.075%.
(3) This Agreement shall remain in full force and effect through
___________, 1998 and thereafter from year to year to the extent continuance
is approved annually by the Board of Directors of the Fund.
(4) This Agreement may be terminated by the Fund at any time on sixty
(60) days' written notice without payment of penalty, provided that such
termination by the Fund shall be directed or approved by the vote of a
majority of the Directors of the Fund in office at the time or by the vote of
a majority of the outstanding voting securities of the Fund (as defined by
the 1940 Act); and shall automatically and immediately terminate in the event
of its assignment (as defined by the 1940 Act).
(5) In the absence of willful misfeasance, bad faith or gross
negligence on the part of FTS, or of reckless disregard of its duties and
obligations hereunder, FTS shall not be subject to liability for any act or
omission in the course of, or connected with, rendering services hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers.
FRANKLIN MUTUAL SERIES FUND INC.
By: _____________________________
Xxxxxxxxx Xxxxxxxxx
General Counsel & Secretary
Franklin Xxxxxxxxx Services, Inc.
By: ____________________________
Xxxxxxx X. Xxxxxx
Senior Vice President &
Assistant Secretary
