BUSINESS MANAGEMENT AGREEMENT BETWEEN
FRANKLIN VALUEMARK FUNDS
(TEMPLETON GLOBAL ASSET ALLOCATION FUND)
AND
FRANKLIN XXXXXXXXX SERVICES, INC.
AGREEMENT dated as of October 1, 1996, between Franklin
Valuemark Funds, a Massachusetts business trust (the "Trust"), on behalf of the
Templeton Global Asset Allocation Fund (the "Fund"), a separate series of the
Trust, and Franklin Xxxxxxxxx Services, Inc. ("FTS").
In consideration of the mutual promises herein made, the
parties hereby agree as follows:
(1) FTS 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 distributions 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
providing for investment in Shares of the Fund; and
(j) providing executive, clerical and secretarial personnel needed to
carry out the above responsibilities.
(2) The Trust 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 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 April 30,
1997 and thereafter from year to year to the extent continuance is approved
annually by the Board of Trustees of the Trust.
(4) This Agreement may be terminated by the Trust at any time on sixty (60)
days' written notice without payment of penalty, provided that such
termination by the Trust shall be directed or approved by the vote of a
majority of the Trustees of the Trust in office at the time or by the vote
of a majority of the outstanding voting securities of the Trust (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 and their respective
corporate seals to be hereunto duly affixed and attested.
FRANKLIN VALUEMARK FUNDS
By:
/s/Xxxxxxx X. Xxxxxx
Vice President & Secretary
FRANKLIN XXXXXXXXX SERVICES, INC.
By:
/s/Xxxxxx X. Xxxxx
Executive Vice President
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Termination of Agreement
Franklin Valuemark Funds and Templeton Global Investors, Inc., hereby agree that
the Business Management Agreement between them dated April 19, 1995, regarding
the Templeton Global Asset Allocation Fund, is terminated effective as of the
date of the Business Management Agreement above.
FRANKLIN VALUEMARK FUNDS
By: /s/Xxxxxxx X. Xxxxxx
Vice President & Secretary
XXXXXXXXX GLOBAL INVESTORS, INC.
By: /s/Xxxxxx X. Xxxxxxxx
President & CEO
