INSTITUTIONAL FIDUCIARY TRUST
FRANKLIN INSTITUTIONAL ADJUSTABLE RATE SECURITIES FUND
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION AGREEMENT is made between INSTITUTIONAL FIDUCIARY
TRUST, a Massachusetts business trust hereinafter called the "Trust," on behalf
of FRANKLIN INSTITUTIONAL ADJUSTABLE RATE SECURITIES FUND (the "Fund"), a
separate series of the Trust, and FRANKLIN ADVISERS, INC., a California
Corporation, hereinafter called the "Administrator."
WHEREAS, the Trust has been organized and operates as an investment
company registered under the Investment Company Act of 1940 for the purpose of
investing and reinvesting its assets in securities, as set forth in its
Agreement and Declaration of Trust, its By-Laws and its Registration Statements
under the Investment Company Act of 1940 and the Securities Act of 1933, all as
heretofore amended and supplemented;
WHEREAS, the Fund, as a separate series of the Trust, desires to avail
itself of the services, assistance and facilities of an administrator and to
have an administrator perform various administrative and other services for it;
and,
WHEREAS, the Administrator is engaged in the business of rendering
administrative services to investment companies, and desires to provide these
services to the Fund;
NOW THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. EMPLOYMENT OF THE ADMINISTRATOR. The Fund hereby employs the
Administrator to administer its affairs, subject to the direction of the Board
of Trustees and the officers of the Trust, for the period and on the terms
hereinafter set forth.
The Administrator hereby accepts such employment and agrees during such period
to render the services and to assume the obligations herein set forth for the
compensation herein provided. The Administrator shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or
represent the Fund or the Trust in any way or otherwise be deemed an agent of
the Fund or the Trust.
2. OBLIGATIONS OF AND SERVICES TO BE PROVIDED BY THE ADMINISTRATOR.
The Administrator undertakes to provide the services hereinafter set forth and
to assume the following obligations:
A. OFFICE SPACE, FURNISHINGS, FACILITIES, EQUIPMENT, AND
PERSONNEL.
The Administrator shall furnish to the Fund adequate (i) office
space, which may be space within the offices of the Administrator
or in such other place as may be agreed upon from time to time,
and (ii) office furnishings, facilities and equipment as may be
reasonably required for managing the affairs and conducting the
business of the Fund, including complying with the securities
reporting requirements of the United States and the various
states in which the Fund does business, conducting
correspondence and other communications with the shareholders of
the Fund, maintaining all internal bookkeeping, accounting,
auditing services and records in connection with the Fund's
investment and business activities, and computing its net asset
value. The Administrator shall employ or provide and compensate
the executive, secretarial and clerical personnel necessary to
provide such services. The Administrator shall also compensate
all officers and employees of the Trust who are officers or
employees of the Administrator.
B. PROVISION OF INFORMATION NECESSARY FOR PREPARATION OF
SECURITIES REGISTRATION STATEMENTS, AMENDMENTS AND OTHER
MATERIALS.
The Administrator, its officers and employees will make available
and provide accounting and statistical information required by
the Fund or its Underwriter in the preparation of registration
statements, reports and other documents required by Federal and
state securities laws and with such information as the Fund or
its Underwriter may reasonably request for use in the preparation
of such documents or of other materials necessary or helpful for
the underwriting and distribution of the Fund's shares.
C. OTHER OBLIGATIONS AND SERVICES.
The Administrator shall make available its officers and employees
to the Board of Trustees and officers of the Trust for
consultation and discussions regarding the administration of the
Fund and its activities.
3. EXPENSES OF THE FUND. It is understood that the Fund will pay all
of its own expenses other than those expressly assumed by the Administrator
herein, which expenses payable by the Fund shall include:
A. Fees to the Administrator as provided herein;
B. Expenses of all audits by independent public
accountants;
C. Expenses of transfer agent, registrar, custodian,
dividend disbursing agent and shareholder record-keeping services;
D. Expenses, if any, of obtaining quotations for
calculating the value of the Fund's net assets;
E. Salaries and other compensation of any of its
executive officers who are not officers, trustees, stockholders
or employees of theAdministrator;
F. Taxes levied against the Trust or the Fund;
G. Costs, including the interest expense, of borrowing
money;
H. Costs incident to meetings of the Board of Trustees,
reports to the Trust to its shareholders, the filing of reports
with regulatory bodies and the maintenance of the Trust's legal
existence;
I. Legal fees, including the legal fees related to the
registration and continuedqualification of the Fund's shares for
sale;
J. Costs of printing share certificatesrepresenting
shares of the Fund;
K. Trustees' fees and expenses to trustees who are not
directors, officers, employees or stockholders of the
Administrator or any of its affiliates;
L. Trade association dues; and
M. Its pro rata portion of the fidelity bond insurance
premium and trustees and officers errors and omissions
insurance premium.
4. COMPENSATION OF THE ADMINISTRATOR. The Fund shall pay a monthly
administration fee in cash to the Administrator based upon a percentage of the
value of the Fund's net assets, calculated as set forth below, on the first
business day of each month in each year as compensation for the services
rendered and obligations assumed by the Administrator during the preceding
month. The initial administration fee under this Agreement shall be payable on
the first business day of the first month following the effective date of this
Agreement, and shall be reduced by the amount of any advance payments made by
the Trust relating to the previous month.
A. For purposes of calculating such fee, the value of the net
assets of the Fund shall be the average daily net assets during
the month for which the payment is being made, determined in the
same manner as the Fund uses to compute the value of its net
assets in connection with the determination of the daily net
asset value of its shares, all as set forth more fully in the
Fund's current prospectus. The annual rate of the administration
fee payable by the Fund shall be 5/100 of 1% of the value of its
net assets.
B. If this Agreement is terminated prior to the end of any
month, the monthly administration fee for the Fund shall be
prorated for the portion of any month in which this Agreement is
in effect which is not a complete month according to the
proportion which the number of calendar days in the fiscal
quarter during which the Agreement is in effect bears to the
number of calendar days in the month, and shall be payable within
10 days after the date of termination.
5. ACTIVITIES OF THE ADMINISTRATOR. The services of the Administrator
to the Fund hereunder are not to be deemed exclusive, and the Administrator and
any of its affiliates shall be free to render similar services to others.
Subject to and in accordance with the Agreement and Declaration of Trust and
By-Laws of the Trust and to Section 10(a) of the Investment Company Act of 1940,
it is understood that Trustees, officers, agents and shareholders of the Trust
are or may be interested in the Administrator or its affiliates as trustees,
directors, officers, agents or stockholders, and that directors, officers,
agents or stockholders of the Administrator or its affiliates are or may be
interested in the Trust as Trustees, officers, agents, shareholders or
otherwise, and that the Administrator or its affiliates may be interested in the
Fund as shareholders or otherwise; and that the effect of any such interests
shall be governed by said Agreement and Declaration of Trust, the By-Laws and
the Investment Company Act of 1940.
6. LIABILITIES OF THE ADMINISTRATOR.
A. In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of obligation or duties
hereunder on the part of the Administrator, the Administrator
shall not be subject to liability to the Trust or the Fund or to
any shareholder of the Fund for any act or omission in the course
of, or connected with, rendering services hereunder.
B. Notwithstanding the foregoing, the Administrator agrees to
reimburse the Fund for any and all costs, expenses, and counsel
and trustees' fees reasonably incurred by the Fund in the
preparation, printing and distribution of proxy statements,
amendments to its Registration Statement, holdings of meetings of
its shareholders or Trustees, the conduct of
factualinvestigations, any legal or administrative proceedings
(including any applications for exemptions or determinations by
the Securities and Exchange Commission) which the Fund incurs as
the result of action or inaction of the Administrator or any of
its affiliates or any oftheir officers, directors, employees or
shareholders where the action or inaction necessitating such
expenditures (i) is directly or indirectly related to any
transactions or proposed transaction in the shares or control of
theAdministrator or its affiliates (or litigation related to any
pending or proposed or future transaction in such shares or
control); or, (ii) is within the control of the Administrator or
any of its affiliates or any of their officers, trustees,
employees or shareholders. The Administrator shall not be
obligated, pursuant to the provisions of this Subsection 6(B), to
reimburse the Fund for any expenditures related to the institution
of an administrative proceeding or civil litigation by the Trust
or a shareholder seeking to recover all or a portion of the
proceeds derived by any shareholder of the Administrator or any of
its affiliates from the sale of his shares of the Administrator,
or similar matters. So long as this Agreement is in effect, the
Administrator shall pay to the Fund the amount due for expenses
subject to Subsection 6(B) of this Agreement within 30 days after
a xxxx or statement has been received by the Administrator
therefor. This provision shall not be deemed to be a waiver of
any claim the Fund may have or may assert against the
Administrator or others for costs, expenses or damages heretofore
incurred by the Fund or for costs, expenses or damages the Fund
may hereafter incur which are not reimbursable to it hereunder.
C. No provision of this Agreement shall be construed to
protect any Trustee or officer of the Trust, or director or
officer of the Administrator, from liability in violation of
Sections 17(h) and (i) of the Investment Company Act of 1940.
7. DURATION AND TERMINATION.
A. This Agreement shall become effective on the date written
below and shall continue in effect until terminated by the Trust
or the Administrator on 60 days written notice to the other.
B. Any notice under this Agreement shall be given in writing,
addressed and delivered, or mailed post-paid, to the other party
at any office of such party.
8. SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby.
9. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
10. LIMITATION OF LIABILITY. The Administrator acknowledges that it
has received notice of and accepts the limitations of the Trust's liability as
set forth in its Agreement and Declaration of Trust. The Administrator agrees
that the Trust's obligations hereunder shall be limited to the assets of the
Fund, and that the Administrator shall not seek satisfaction of any such
obligation from any shareholders of the Fund nor from any trustee, officer,
employee or agent of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and effective on the 2nd day of January, 1992.
By: INSTITUTIONAL FIDUCIARY TRUST
on behalf of Franklin Institutional
Adjustable Rate Securities Fund
By /S/ XXXXXXX X. XXXXXXX
Xxxxxxx X. Xxxxxxx
President
FRANKLIN ADVISERS, INC.
By /S/ XXXXXX X. XXXXXXX, XX.
Xxxxxx X. Xxxxxxx, Xx.
President
