BUSINESS MANAGEMENT AGREEMENT BETWEEN
XXXXXXXXX FUNDS, INC. AND
TEMPLETON GLOBAL INVESTORS, INC.
AGREEMENT dated as of April 1, 1993, between XXXXXXXXX FUNDS,
INC., a registered open-end investment company (the "Company") comprised of two
series (Xxxxxxxxx World Fund and Xxxxxxxxx Foreign Fund) and any additional
series that may be created in the future (the "Funds"), and Xxxxxxxxx Global
Investors, Inc. ("TGII").
In consideration of the mutual promises herein made, the
parties hereby agree as follows:
(1) TGII agrees, during the life of this Agreement, to be
responsible for:
(a) providing office space, telephone, office
equipment and supplies for the Company;
(b) paying compensation of the Company's officers for
services rendered as such;
(c) authorizing expenditures and approving bills for
payment of behalf of the Company;
(d) supervising preparation of annual and semiannual
reports to Shareholders, notices of dividends,
capital gains distributions and tax credits, and
attending to routine correspondence and other
communications with individual Shareholders;
(e) daily pricing of the Funds' investment portfolios and
preparing and supervising publication of daily
quotations of the bid and asked prices of the Funds'
Shares, earnings reports and other financial data;
(f) monitoring relationships with organizations
serving the Company, including custodians,
transfer agents and printers;
(g) providing trading desk facilities for the Funds;
(h) supervising compliance by the Company with record-
keeping requirements under the Investment Company
Act of 1940 (the "1940 Act") and the regulations
thereunder, with state regulatory requirements,
maintenance of books and records for the Company
(other than those maintained by the custodian and
transfer agent), preparing and filing of tax
reports other than the Company's income tax
returns;
(i) monitoring the qualifications of tax deferred
retirement plans providing for investment in
Shares of the Funds; and
(j) providing executive, clerical and secretarial help
needed to carry out the above responsibilities.
(2) The Company agrees, during the life of this Agreement, to pay to
TGII as compensation for the foregoing a monthly fee equal on an annual basis to
0.15% of the first $200 million of the combined average daily net assets of the
Funds 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 0.1%; 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
December 31, 1993 and thereafter from year to year to the extent such
continuance is approved annually by the Board of Directors of the Company.
(4) This Agreement may be terminated by the Company at any time on
sixty (60) days' written notice without payment of penalty provided that such
termination by the Company shall be directed or approved by the vote of a
majority of the Directors of the Company in office at the time or by the vote of
a majority of the outstanding voting securities of the Company (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 TGII, or of reckless disregard of its obligations
hereunder, TGII shall not be subject to liability for any act or omission in the
course of, or connected with, rendering services hereunder.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers and their
respective corporate seals to be hereunto duly affixed and attested.
XXXXXXXXX FUNDS, INC.
By: /s/ XXXXXX X. XXXXXXXX
Xxxxxx X. XxXxxxxx
Vice President
ATTEST:
/s/ XXXXXX X. XXXXXXX
Xxxxxx X. Xxxxxxx
Secretary
XXXXXXXXX GLOBAL INVESTORS, INC.
By: /s/ XXXXXX X. XXXXXXXXXX
Xxxxxx X. Xxxxxxxxxx
President
ATTEST:
/s/ XXXXXXX X. XXXXXXX
Xxxxxxx X. XxXxxxx
Secretary
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