FRANKLIN GLOBAL TRUST
INVESTMENT ADVISORY CONTRACT
This Contract is made this 19th day of June, 2003, between Fiduciary
International, Inc., a registered investment adviser having its principal
place of business in New York City (the "Adviser"), and Franklin Global
Trust, a Delaware business trust having its principal place of business in
San Mateo, California (the "Trust").
WHEREAS the Trust is an open-end management investment company as that
term is defined in the Investment Company Act of 1940, as amended (the
"1940 Act"), and is registered as such with the Securities and Exchange
Commission; and
WHEREAS Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Trust hereby appoints Adviser as Investment Adviser for each of
the portfolios ("Fund" or "Funds") of the Trust which executes an exhibit to
this Contract, and Adviser accepts the appointments. Subject to the
direction of the Trustees of the Trust, Adviser shall provide investment
research and supervision of the investments of the Funds and conduct a
continuous program of investment evaluation and of appropriate sale or other
disposition and reinvestment of each Fund's assets.
2. Adviser, in its supervision of the investments of each of the Funds
will be guided by each of the Fund's investment objective and policies and
the provisions and restrictions contained in the Declaration of Trust and
By-Laws of the Trust and as set forth in the Registration Statement and
exhibits as may be on file with the Securities and Exchange Commission.
Further, Adviser and each Fund agree to be bound by the provisions in an
exhibit to this Contract related to federal privacy regulations.
3. Each Fund shall pay or cause to be paid all of its own expenses and
its allocable share of Trust expenses, including, without limitation, the
expenses of organizing the Trust and continuing its existence; fees and
expenses of Trustees and officers of the Trust; fees for investment advisory
services and administrative personnel and services; expenses incurred in the
distribution of its shares ("Shares"), including expenses of administrative
support services; fees and expenses of preparing and printing its
Registration Statement under the Securities Act of 1933 and the1940 Act, and
any amendments thereto; expenses of registering and qualifying the Trust, the
Funds, and Shares of the Funds under federal and state laws and regulations;
expenses of preparing, printing, and distributing prospectuses (and any
amendments thereto) to shareholders; interest expense, taxes, fees, and
commissions of every kind; expenses of issue (including cost of Share
certificates), purchase, repurchase, and redemption of Shares, including
expenses attributable to a program of periodic issue; charges and expenses of
custodians, transfer agents, dividend disbursing agents, shareholder
servicing agents, and registrars; printing and mailing costs, auditing,
accounting, and legal expenses; reports to shareholders and governmental
officers and commissions; expenses of meetings of Trustees and shareholders
and proxy solicitations therefor; insurance expenses; association membership
dues and such nonrecurring items as may arise, including all losses and
liabilities incurred in administering the Trust and the Funds. Each Fund will
also pay its allocable share of such extraordinary expenses as may arise
including expenses incurred in connection with litigation, proceedings, and
claims and the legal obligations of the Trust to indemnify its officers and
Trustees and agents with respect thereto. Subject to the requirements of the
1940 Act, Adviser may employ or contract with such other person, persons,
corporation, or corporations at its own cost and expense as it shall
determine in order to assist it in carrying out this Contract.
4. Each of the Funds shall pay to Adviser, for all services rendered
to each Fund by Adviser hereunder, the fees set forth in the exhibits
attached hereto. For purposes of calculating such fees, the value of each
Fund's net assets shall be determined pursuant to the applicable provisions
of the portfolio's prospectus and statement of additional information.
5. The net asset value of each Fund's Shares as used herein will be
calculated to the nearest 1/10th of one cent.
6. Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of
one or more of the Funds) to the extent that any Fund's expenses exceed such
lower expense limitation as Adviser may, by notice to the Fund, voluntarily
declare to be effective.
7. This Contract shall begin for each Fund as of the date of execution
of the applicable exhibit and shall continue in effect with respect to each
Fund presently set forth on an exhibit (and any subsequent Funds added
pursuant to an exhibit during the initial term of this Contract) for two
years from the date of this Contract set forth above and thereafter for
successive periods of one year, subject to the provisions for termination and
all of the other terms and conditions hereof if: (a) such continuation shall
be specifically approved at least annually by the vote of a majority of the
Trustees of the Trust, including a majority of the Trustees who are not
parties to this Contract or interested persons of any such party cast in
person at a meeting called for that purpose; and (b) Adviser shall not have
notified a Fund in writing at least sixty (60) days prior to the anniversary
date of this Contract in any year thereafter that it does not desire such
continuation with respect to that Fund. If a Fund is added after the first
approval by the Trustees as described above, this Contract will be effective
as to that Fund upon execution of the applicable exhibit and will continue in
effect until the next annual approval of this Contract by the Trustees and
thereafter for successive periods of one year, subject to approval as
described above.
8. Notwithstanding any provision in this Contract, it may be
terminated at any time with respect to any Fund, without the payment of any
penalty, by: (a) the Trustees of the Trust or by a vote of the shareholders
of that Fund on sixty (60) days' written notice to Adviser; or (b) Adviser on
one hundred eighty (180) days' written notice to the Trust. Termination of
this Contract with respect to any given Fund shall in no way affect the
continued validity of this Contract of the performance thereunder with
respect to any other Fund.
9. This Contract may not be assigned by Adviser and shall
automatically terminate in the event of any assignment, as defined in the
1940 Act.
10. In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the obligations or duties under this Contract on the
part of Adviser, Adviser shall not be liable to the Trust or to any of the
Funds or to any shareholder for any act or omission in the course of or
connected in any way with rendering services or for any losses that may be
sustained in the purchase, holding, or sale of any security.
11. This Contract may be amended at any time by agreement of the
parties provided that the amendment shall be approved both by the vote of a
majority of the Trustees of the Trust, including a majority of the Trustees
who are not parties to this Contract or interested persons of any such party
to this Contract (other than as Trustees of the Trust) cast in person at a
meeting called for that purpose, and, where required by Section 15(a)(2) of
the Act, on behalf of a Fund by a majority of the outstanding voting
securities of such Fund as defined in Section 2(a)(42) of the Act.
12. Adviser acknowledges that all sales literature for investment
companies (such as the Trust) are subject to strict regulatory oversight.
Adviser agrees to submit any proposed sales literature for the Trust (or any
Fund) or for itself or its affiliates which mentions the Trust (or any Fund)
to the Trust's distributor for review and filing with the appropriate
regulatory authorities prior to the public release of any such sales
literature, provided, however, that nothing herein shall be construed so as
to create any obligation or duty on the part of Adviser to produce sales
literature for the Trust (or any Fund). The Trust agrees to cause its
distributor to promptly review all such sales literature to ensure compliance
with relevant requirements, to promptly advise Adviser of any deficiencies
contained in such sales literature, to promptly file complying sales
literature with the relevant authorities, and to cause such sales literature
to be distributed to prospective investors in the Trust.
13. Adviser agrees that the obligations pursuant to this Contract of a
particular Fund and of the Trust with respect to that particular Fund be
limited solely to the assets of that particular Fund, and Adviser shall not
seek satisfaction of any such obligation from any other Fund, the
shareholders of any Fund, the Trustees, officers, employees or agents of the
Trust, or any of them.
14. The Trust understands that Adviser now acts, and that from time to
time hereafter Adviser may act, as investment adviser to one or more other
investment companies and fiduciary or other managed accounts, and the Trust
has no objection to Adviser so acting, provided that when the purchase or
sale of securities of the same issuer is suitable for the investment
objectives of two or more companies or accounts managed by Adviser which have
available funds for investment, the available securities will be allocated in
a manner believed by Adviser to be equitable to each company or account. It
is recognized that in some cases this procedure may adversely affect the
price paid or received by one or more Funds or the size of the position
obtainable for or disposed of by one or more Funds.
In addition, it is understood that the persons employed by Adviser to
assist in the performance of Adviser's duties hereunder will not devote their
full time to such service and nothing contained herein shall be deemed to
limit or restrict Adviser's right or the right of any of Adviser's affiliates
to engage in and devote time and attention to other businesses or to render
services of whatever kind or nature.
15. This Contract shall be construed in accordance with and governed by
the laws of the State of New York.
16. This Contract will become binding on the parties hereto upon their
execution of the attached exhibits to this Contract.
EXHIBIT A
to the
Investment Advisory Contract
FIDUCIARY SMALL CAPITALIZATION EQUITY FUND
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to 1.00% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 1.00% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser monthly.
Witness the due execution hereof this 19th day of June, 2003.
FIDUCIARY INTERNATIONAL, INC.
By:
/s/ XXXXXXX X. XXX
Xxxxxxx X. Xxx
Vice President
FRANKLIN GLOBAL TRUST
By:
/s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Vice President & Secretary
EXHIBIT B
to the
Investment Advisory Contract
FIDUCIARY LARGE CAPITALIZATION GROWTH AND INCOME FUND
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to 0.75% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 0.75% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser monthly.
Witness the due execution hereof this 19th day of June, 2003.
FIDUCIARY INTERNATIONAL, INC.
By:
/s/ XXXXXXX X. XXX
Xxxxxxx X. Xxx
Vice President
FRANKLIN GLOBAL TRUST
By:
/s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Vice President & Secretary
EXHIBIT C
to the
Investment Advisory Contract
FIDUCIARY EUROPEAN SMALLER COMPANIES FUND
For all services rendered by Adviser hereunder, the above-named Fund of
the Trust shall pay to Adviser and Adviser agrees to accept as full
compensation for all services rendered hereunder, an annual investment
advisory fee equal to 1.00% of the average daily net assets of the Fund.
The portion of the fee based upon the average daily net assets of the
Fund shall be accrued daily at the rate of 1/365th of 1.00% applied to the
daily net assets of the Fund.
The advisory fee so accrued shall be paid to Adviser monthly.
Witness the due execution hereof this 19th day of June, 2003.
FIDUCIARY INTERNATIONAL, INC.
By:
/s/ XXXXXXX X. XXX
Xxxxxxx X. Xxx
Vice President
FRANKLIN GLOBAL TRUST
By:
/s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Vice President & Secretary
EXHIBIT D
to the
Investment Advisory Contract
PRIVACY AMENDMENT
WHEREAS, the Securities and Exchange Commission has adopted Regulation
S-P at 17 CFR Part 248 to protect the privacy of individuals who obtain a
financial product or service for personal, family or household use;
WHEREAS, Regulation S-P permits financial institutions, such as the
Trust, to disclose "nonpublic personal information" ("NPI") of its
"customers" and "consumers" (as those terms are therein defined in Regulation
S-P) to affiliated and nonaffiliated third parties of the Trust, without
giving such customers and consumers the ability to opt out of such
disclosure, for the limited purposes of processing and servicing transactions
(17 CFR ss. 248.14) ("Section 248.14 NPI"); for specified law enforcement and
miscellaneous purposes (17 CFR ss. 248.15) ("Section 248.15 NPI") ; and to
service providers or in connection with joint marketing arrangements (17 CFR
ss. 248.13) ("Section 248.13 NPI");
WHEREAS, Regulation S-P provides that the right of a customer and
consumer to opt out of having his or her NPI disclosed pursuant to 17 CFR ss.
248.7 and 17 CFR ss. 248.10 does not apply when the NPI is disclosed to service
providers or in connection with joint marketing arrangements, provided the
Trust and third party enter into a contractual agreement that prohibits the
third party from disclosing or using the information other than to carry out
the purposes for which the Fund disclosed the information (17 CFR ss. 248.13);
NOW, THEREFORE, the parties intending to be legally bound agree as
follows:
The Trust and the Adviser hereby acknowledge that the Trust may disclose
shareholder NPI to the Adviser as agent of the Trust and solely in
furtherance of fulfilling the Adviser's contractual obligations under the
Contract in the ordinary course of business to support each Fund and its
shareholders.
The Adviser hereby agrees to be bound to use and redisclose such NPI
only for the limited purpose of fulfilling its duties and obligations
under the Contract, for law enforcement and miscellaneous purposes as
permitted in 17 CFR xx.xx. 248.15, or in connection with joint marketing
arrangements that the Trust may establish with the Adviser in accordance
with the limited exception set forth in 17 CFR ss. 248.13.
The Adviser further represents and warrants that, in accordance with 17
CFR ss. 248.30, it has implemented, and will continue to carry out for the
term of the Contract, policies and procedures reasonably designed to:
o insure the security and confidentiality of records and NPI of Fund
customers,
o protect against any anticipated threats or hazards to the security or
integrity of Fund customer records and NPI, and
o protect against unauthorized access to or use of such Fund customer
records or NPI that could result in substantial harm or inconvenience
to any Fund customer.
The Adviser may redisclose Section 248.13 NPI only to: (a) the Trust and
affiliated persons of the Trust ("Trust Affiliates"); (b) affiliated
persons of the Adviser ("Adviser Affiliates") (which in turn may
disclose or use the information only to the extent permitted under the
original receipt); (c) a third party not affiliated with the Adviser of
the Funds ("Nonaffiliated Third Party") under the service and processing
(ss.248.14) or miscellaneous (ss.248.15) exceptions, but only in the
ordinary course of business to carry out the activity covered by the
exception under which the Adviser received the information in the first
instance; and (d) a Nonaffiliated Third Party under the service provider
and joint marketing exception (ss.248.13), provided the Adviser enters
into a written contract with the Nonaffiliated Third Party that
prohibits the Nonaffiliated Third Party from disclosing or using the
information other than to carry out the purposes for which the Trust
disclosed the information in the first instance.
The Adviser may redisclose Section 248.14 NPI and Section 248.15 NPI to:
(a) the Trust and Trust Affiliates; (b) Adviser Affiliates (which in
turn may disclose the information to the same extent permitted under the
original receipt); and (c) a Nonaffiliated Third Party to whom the Trust
might lawfully have disclosed NPI directly.
The Adviser is obligated to maintain beyond the termination date of the
Contract the confidentiality of any NPI it receives from the Trust in
connection with the Contract or any joint marketing arrangement, and
hereby agrees that this Amendment shall survive such termination.
WITNESS the due execution hereof this 19th day of June, 2003.
FIDUCIARY INTERNATIONAL, INC.
By:
/s/ XXXXXXX X. XXX
Xxxxxxx X. Xxx
Vice President
FRANKLIN GLOBAL TRUST
By:
/s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Vice President & Secretary
