EXHIBIT 10.28
FUND ADMINISTRATION AGREEMENT BETWEEN
[Name of Trust or Corporation]
AND
FRANKLIN XXXXXXXXX SERVICES, INC.
AGREEMENT dated as of [DATE], between [Name of Trust or Corporation] (the
"Investment Company"), an investment company registered under the Investment
Company Act of 1940 ("1940 Act"), on behalf of [Name of Fund(s)] (each, a
"Fund"), separate series of the Investment Company, and Franklin Xxxxxxxxx
Services, Inc. ("FTS" or "Administrator").
In consideration of the mutual promises herein made, the parties
hereby agree as follows:
(1) The Administrator agrees, during the life of this Agreement,
to provide the following services to each Fund:
(a) providing office space, telephone, office equipment and
supplies for the Fund;
(b) providing trading desk facilities for the Fund, unless
these facilities are provided by the Fund's investment adviser;
(c) authorizing expenditures and approving bills for payment
on behalf of the Fund;
(d) supervising preparation of periodic reports to
shareholders, notices of dividends, capital gains distributions
and tax credits; and attending to routine correspondence and
other communications with individual shareholders when asked to
do so by the Fund's shareholder servicing agent or other agents
of the Fund;
(e) coordinating the daily pricing of the Fund's investment
portfolio, including collecting quotations from pricing services
engaged by the Fund; providing fund accounting services,
including preparing and supervising publication of daily net
asset value quotations, periodic earnings reports and other
financial data; and coordinating trade settlements;
(f) monitoring relationships with organizations serving the
Fund, including custodians, transfer agents, public accounting
firms, law firms, printers and other third party service
providers;
(g) supervising compliance by the Fund with recordkeeping
requirements under the federal securities laws, including the
1940 Act and the rules and regulations thereunder, and under
other applicable state and federal laws; and maintaining books
and records for the Fund (other than those maintained by the
custodian and transfer agent);
(h) preparing and filing of tax reports including the Fund's
income tax returns, and monitoring the Fund's compliance with
subchapter M of the Internal Revenue Code, as amended, and other
applicable tax laws and regulations;
(i) monitoring the Fund's compliance with: 1940 Act and
other federal securities laws, and rules and regulations
thereunder; state and foreign laws and regulations applicable to
the operation of investment companies; the Fund's investment
objectives, policies and restrictions; and the Code of Ethics and
other policies adopted by the Investment Company's Board of
Trustees or Directors ("Board") or by the Fund's investment
adviser and applicable to the Fund;
(j) providing executive, clerical and secretarial personnel
needed to carry out the above responsibilities;
(k) preparing and filing regulatory reports, including
without limitation Forms N-1A and NSAR, proxy statements,
information statements and U.S. and foreign ownership reports;
and
(l) providing support services incidental to carrying out
these duties.
Nothing in this Agreement shall obligate the Investment Company or any Fund to
pay any compensation to the officers of the Investment Company. Nothing in this
Agreement shall obligate FTS to pay for the services of third parties, including
attorneys, auditors, printers, pricing services or others, engaged directly by
the Fund to perform services on behalf of the Fund.
(2) The Investment Company 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
average daily net assets of each 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%.
From time to time, FTS may waive all or a portion of its fees provided for
hereunder and such waiver shall be treated as a reduction in the purchase price
of its services. FTS shall be contractually bound hereunder by the terms of any
publicly announced waiver of its fee, or any limitation of each affected Fund's
expenses, as if such waiver or limitation were fully set forth herein.
(3) This Agreement shall remain in full force and effect through
for one year after its execution and thereafter from year to year to
the extent continuance is approved annually by the Board of the
Investment Company.
(4) This Agreement may be terminated by the Investment Company at
any time on sixty (60) days' written notice without payment of
penalty, provided that such termination by the Investment Company
shall be directed or approved by the vote of a majority of the Board
of the Investment Company in office at the time or by the vote of a
majority of the outstanding voting securities of the Investment
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 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.
[INVESTMENT COMPANY] FRANKLIN XXXXXXXXX SERVICES, INC.
By: By:
