FUND ADMINISTRATION AGREEMENT
AGREEMENT dated as of January 1, 2001, between FRANKLIN MUTUAL SERIES FUND
INC., a Maryland corporation which is a registered open-end investment company,
on behalf of its series, MUTUAL SHARES FUND (the "Fund"), and Franklin ▇▇▇▇▇▇▇▇▇
Services, LLC ("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 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 the
Administrator 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 for one
year after its execution 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 the Administrator, or of reckless disregard of its duties and
obligations hereunder, the Administrator 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. on behalf of
MUTUAL SHARES FUND
By: /s/▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇
Vice President
FRANKLIN ▇▇▇▇▇▇▇▇▇ SERVICES, LLC
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President
