TRANSFER AGENT AGREEMENT BETWEEN
TEMPLETON INSTITUTIONAL FUNDS, INC. AND
FRANKLIN XXXXXXXXX INVESTOR SERVICES, LLC
AGREEMENT dated as of July 17, 2002, between TEMPLETON INSTITUTIONAL
FUNDS, INC., a registered open-end investment company with offices at 000 Xxxx
Xxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxxx Xxxxxxxxxx, Xxxxxxx 00000 (the "Fund") and
FRANKLIN XXXXXXXXX INVESTOR SERVICES, LLC, a registered transfer agent with
offices at 000 Xxxxxxxx Xxxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx 00000 ("FTIS").
W I T N E S S E T H:
- - - - - - - - - -
That for and in consideration of the mutual promises hereinafter set
forth, the Fund and FTIS agree as follows:
1. DEFINITIONS. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:
(a) "Declaration of Trust" shall mean the Declaration
of Trust of the Fund as the same may be amended from time to time;
(b) "Authorized Person" shall be deemed to include any
person, whether or not such person is an officer or employee of the Fund, duly
authorized to give Oral Instructions or Written Instructions on behalf of the
Fund as indicated in a certificate furnished to FTIS pursuant to Section 4(c)
hereof as may be received by FTIS from time to time;
(c) "Custodian" refers to the custodian and any
sub-custodian of all securities and other property which the Fund may from time
to time deposit, or cause to be deposited or held under the name or account of
such custodian pursuant to the Custody Agreement;
(d) "Oral Instructions" shall mean instructions, other
than written instructions, actually received by FTIS from a person reasonably
believed by FTIS to be an Authorized Person;
(e) "Shares" refers to shares of beneficial interest
par value $.01 of the Fund; and
(f) "Written Instructions" shall mean a written
communication signed by a person reasonably believed by FTIS to be an Authorized
Person and actually received by FTIS.
2. APPOINTMENT OF FTIS. The Fund hereby appoints and
constitutes FTIS as transfer agent for Shares of the Fund and as shareholder
servicing agent for the Fund, and FTIS accepts such appointment and agrees to
perform the duties hereinafter set forth.
3. COMPENSATION.
(a) The Fund will compensate or cause FTIS to be compensated
for the performance of its obligations hereunder in accordance with the fees set
forth in the written schedule of fees annexed hereto as Schedule A and
incorporated herein. Schedule A does not include out-of-pocket disbursements of
FTIS for which FTIS shall be entitled to xxxx the Fund separately. FTIS will
xxxx the Fund as soon as practicable after the end of each calendar month, and
said xxxxxxxx will be detailed in accordance with Schedule A. The Fund will
promptly pay to FTIS the amount of such billing.
Out-of-pocket disbursements shall include, but shall not be
limited to, the items specified in the written schedule of out-of-pocket
expenses annexed hereto as Schedule B and incorporated herein. Schedule B may be
modified by FTIS upon not less than 30 days' prior written notice to the Fund.
Unspecified out-of-pocket expenses shall be limited to those out-of-pocket
expenses reasonably incurred by FTIS in the performance of its obligations
hereunder. Reimbursement by the Fund for expenses incurred by FTIS in any month
shall be made as soon as practicable after the receipt of an itemized xxxx from
FTIS.
Out-of-Pocket disbursements may also include payments made by
FTIS to entities including affiliated entities which provide sub-shareholder
services, recordkeeping and/or transfer agency services to beneficial owners of
the Fund, where such services are substantially similar to the services provided
by FTIS to account holders of record. The amount of these disbursements per
benefit plan participant fund account per year shall not exceed the per account
transfer agency fees payable by the Fund to FTIS in connection with maintaining
actual shareholder accounts. On an annual basis, FTIS shall provide a report to
the Board showing, with respect to each entity receiving such fees, the number
of beneficial owners serviced by such entity and the value of the assets in the
Fund represented by such accounts.
(b) Any compensation agreed to hereunder may be adjusted from
time to time by attaching to Schedule A of this Agreement a revised Fee
Schedule.
4. DOCUMENTS. In connection with the appointment of FTIS, the
Fund shall, on or before the date this Agreement goes into effect, but in any
case, within a reasonable period of time for FTIS to prepare to perform its
duties hereunder, deliver or cause to be delivered to FTIS the following
documents:
(a) If applicable, a specimen of the certificate for
Shares of the Fund;
(b) All account application forms and other documents
relating to Shareholder accounts or to any plan, program or service offered by
the Fund;
(c) A certificate identifying the Authorized Persons
and specimen signatures of Authorized Persons who will sign Written
Instructions; and
(d) All documents and papers necessary under the laws
of Florida, under the Fund's Declaration of Trust, and as may be required for
the due performance of FTIS's duties under this Agreement or for the due
performance of additional duties as may from time to time be agreed upon between
the Fund and FTIS.
5. DISTRIBUTIONS PAYABLE IN SHARES. In the event that the Board
of Trustees of the Fund shall declare a distribution payable in Shares, the Fund
shall deliver or cause to be delivered to FTIS written notice of such
declaration signed on behalf of the Fund by an officer thereof, upon which FTIS
shall be entitled to rely for all purposes, certifying (i) the number of Shares
involved, and (ii) that all appropriate action has been taken.
6. DUTIES OF THE TRANSFER AGENT. FTIS shall be responsible for
administering and/or performing transfer agent functions; for acting as service
agent in connection with dividend and distribution functions; and for performing
shareholder account and administrative agent functions in connection with the
issuance, transfer and redemption or repurchase (including coordination with the
Custodian) of Shares. The operating standards and procedures to be followed
shall be determined from time to time by agreement between the Fund and FTIS.
Without limiting the generality of the foregoing, FTIS agrees to perform the
specific duties listed on Schedule C.
7. RECORDKEEPING AND OTHER INFORMATION. FTIS shall create and
maintain all necessary records in accordance with all applicable laws, rules and
regulations.
8. OTHER DUTIES. In addition, FTIS shall perform such other
duties and functions, and shall be paid such amounts therefor, as may from time
to time be agreed upon in writing between the Fund and FTIS. Such other duties
and functions shall be reflected in a written amendment to Schedule C, and the
compensation for such other duties and functions shall be reflected in a written
amendment to Schedule A.
9. RELIANCE BY TRANSFER AGENT; INSTRUCTIONS.
(a) FTIS will be protected in acting upon Written or
Oral Instructions reasonably believed to have been executed or orally
communicated by an Authorized Person and will not be held to have any notice of
any change of authority of any person until receipt of a Written Instruction
thereof from an officer of the Fund. FTIS will also be protected in processing
Share certificates which it reasonably believes to bear the proper manual or
facsimile signatures of the officers of the Fund and the proper countersignature
of FTIS.
(b) At any time FTIS may apply to any Authorized Person
of the Fund for Written Instructions and may seek advice at the Fund's expense
from legal counsel for the Fund or from its own legal counsel, with respect to
any matter arising in connection with this Agreement, and it shall not be liable
for any action taken or not taken or suffered by it in good faith in accordance
with such Written Instructions or in accordance with the opinion of counsel for
the Fund or for FTIS. Written Instructions requested by FTIS will be provided by
the Fund within a reasonable period of time. In addition, FTIS, or its officers,
agents or employees, shall accept Oral Instructions or Written Instructions
given to them by any person representing or acting on behalf of the Fund only if
said representative is known by FTIS, or its officers, agents or employees, to
be an Authorized Person.
10. ACTS OF GOD, ETC. FTIS will not be liable or responsible for
delays or errors by reason of circumstances beyond its control, including acts
of civil or military authority, national emergencies, labor difficulties, fire,
mechanical breakdown beyond its control, flood or catastrophe, acts of God,
insurrection, war, riots or failure beyond its control of transportation,
communication or power supply.
11. DUTY OF CARE AND INDEMNIFICATION. The Fund will indemnify
FTIS against and hold it harmless from any and all losses, claims, damages,
liabilities or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action or suit not resulting from willful
misfeasance, bad faith or gross negligence on the part of FTIS, and arising out
of, or in connection with, its duties hereunder. In addition, the Fund will
indemnify FTIS against and hold it harmless from any and all losses, claims,
damages, liabilities or expenses (including reasonable counsel fees and
expenses) resulting from any claim, demand, action or suit as a result of: (i)
any action taken in accordance with Written or Oral Instructions, or any other
instructions or Share certificates reasonably believed by FTIS to be genuine and
to be signed, countersigned or executed, or orally communicated by an Authorized
Person; (ii) any action taken in accordance with written or oral advice
reasonably believed by FTIS to have been given by counsel for the Fund or by its
own counsel; (iii) any action taken as a result of any error or omission in any
record (including but not limited to magnetic tapes, computer printouts, hard
copies and microfilm copies) delivered, or caused to be delivered by the Fund to
FTIS in connection with this Agreement; or (iv) any action taken in accordance
with oral instructions given under the Telephone Exchange and Redemption
Privileges, as described in the Fund's current prospectus, when believed by FTIS
to be genuine.
In any case in which the Fund may be asked to indemnify or hold FTIS
harmless, the Fund shall be advised of all pertinent facts concerning the
situation in question and FTIS will use reasonable care to identify and notify
the Fund promptly concerning any situation which presents or appears likely to
present a claim for indemnification against the Fund. The Fund shall have the
option to defend FTIS against any claim which may be the subject of this
indemnification, and, in the event that the Fund so elects, such defense shall
be conducted by counsel chosen by the Fund and satisfactory to FTIS, and
thereupon the Fund shall take over complete defense of the claim and FTIS shall
sustain no further legal or other expenses in such situation for which it seeks
indemnification under this Section 11. FTIS will not confess any claim or make
any compromise in any case in which the Fund will be asked to provide
indemnification, except with the Fund's prior written consent. The obligations
of the parties hereto under this Section shall survive the termination of this
Agreement.
12. TERM AND TERMINATION.
(a) This Agreement shall be effective as of the date
first written above and shall continue through April 30, 1994 and thereafter
shall continue automatically for successive annual periods ending on April 30 of
each year, provided such continuance is specifically approved at least annually
by (i) the Fund's Board of Trustees or (ii) a vote of a "majority" (as defined
in the Investment Company Act of 1940 (the "1940 Act")) of the Fund's
outstanding voting securities, provided that in either event the continuance is
also approved by a majority of the Board of Trustees who are not "interested
persons" (as defined in the 0000 Xxx) of any party to this Agreement, by vote
cast in person at a meeting called for the purpose of voting such approval;
(b) Either party hereto may terminate this Agreement by
giving to the other party a notice in writing specifying the date of such
termination, which shall be not less than 60 days after the date of receipt of
such notice. In the event such notice is given by the Fund, it shall be
accompanied by a resolution of the Board of Trustees of the Fund, certified by
the Secretary of the Fund, designating a successor transfer agent or transfer
agents. Upon such termination and at the expense of the Fund, FTIS will deliver
to such successor a certified list of shareholders of the Fund (with names and
addresses), an historical record of the account of each Shareholder and the
status thereof, and all other relevant books, records, correspondence, and other
data established or maintained by FTIS under this Agreement in a form reasonably
acceptable to the Fund, and will cooperate in the transfer of such duties and
responsibilities, including provisions for assistance from FTIS's personnel in
the establishment of books, records and other data by such successor or
successors.
13. AMENDMENT. This Agreement may not be amended or modified in
any manner except by a written agreement executed by both parties.
14. SUBCONTRACTING. The Fund agrees that FTIS may, in its
discretion, subcontract for certain of the services described under this
Agreement or the Schedules hereto; provided that the appointment of any such
agent shall not relieve FTIS of its responsibilities hereunder.
15. MISCELLANEOUS.
(a) Any notice or other instrument authorized or
required by this Agreement to be given in writing to the Fund or FTIS shall be
sufficiently given if addressed to that party and received by it at its office
set forth below or at such other place as it may from time to time designate in
writing.
To the Fund:
Templeton Institutional Funds, Inc.
000 Xxxx Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000
To FTIS:
Franklin Xxxxxxxxx Investor Services, LLC
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
(b) This Agreement shall extend to and shall be binding
upon the parties hereto, and their respective successors and assigns; provided,
however, that this Agreement shall not be assignable without the written consent
of the other party.
(c) This Agreement shall be construed in accordance
with the laws of the State of California.
(d) This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original; but such
counterparts shall, together, constitute only one instrument.
(e) The captions of this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
(f) It is understood and expressly stipulated that neither the
holders of Shares of the Fund nor any Trustee, officer, agent or employee of the
Fund shall be personally liable hereunder, nor shall any resort be had to other
private property for the satisfaction of any claim or obligation hereunder, but
the Fund only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers thereunder duly authorized as of
the day and year first above written.
TEMPLETON INSTITUTIONAL FUNDS, INC.
BY:/s/XXXXX X. XXXX
---------------------------------
FRANKLIN XXXXXXXXX INVESTOR
SERVICES, LLC
BY:/s/XXXXX XXX, XX.
-----------------------------------
PAGE
Schedule A
FEES
Shareholder account maintenance (per $16.19, adjusted as of February 1
annum, prorated payable monthly) of each year to reflect changes
in the Department of Labor
Consumer Price Index.
Cash Withdrawal Program No charge to the Fund.
Retirement Plans No charge to the Fund.
Wire orders or express mailings of $15.00 fee may be charged for
redemption proceeds each wire order and each
express mailing.
February 1, 2002
A-1
PAGE
Schedule B
OUT-OF-POCKET EXPENSES
The Fund shall reimburse FTIS monthly for the following out-of-pocket
expenses:
o postage and mailing
o forms
o outgoing wire charges
o telephone
o Federal Reserve charges for check clearance
o if applicable, magnetic tape and freight
o retention of records
o microfilm/microfiche
o stationary
o insurance
o if applicable, terminals, transmitting lines and any expenses
incurred in connection with such terminals and lines
o all other miscellaneous expenses reasonably incurred by FTIS
The Fund agrees that postage and mailing expenses will be paid on the
day of or prior to mailing as agreed with FTIS. In addition, the Fund will
promptly reimburse FTIS for any other expenses incurred by FTIS as to which the
Fund and FTIS mutually agree that such expenses are not otherwise properly borne
by FTIS as part of its duties and obligations under the Agreement.
B-1
PAGE
Schedule C
DUTIES
AS TRANSFER AGENT FOR INVESTORS IN THE FUND, FTIS WILL:
o Record in its transfer record, countersign as transfer agent, and deliver
certificates signed manually or by facsimile, by the President or a
Vice-President and by the Secretary or the Assistant Secretary of the
Fund, in such names and for such number of authorized but hitherto
unissued Shares of the Fund as to which FTIS shall receive
instructions; and
o Transfer on its records from time to time, when presented to it for that
purpose, certificates of said Shares, whether now outstanding or
hereafter issued, when countersigned by a duly authorized transfer
agent, and upon the cancellation of the old certificates, record and
countersign new certificates for a corresponding aggregate number of
Shares and deliver said new certificates.
AS SHAREHOLDER SERVICE AGENT FOR INVESTORS IN THE FUND, FTIS WILL:
o Receive from the Fund, from the Fund's Principal Underwriter or from a
Shareholder, on a form acceptable to FTIS, information necessary to
record sales and redemptions and to generate sale and/or redemption
confirmations;
o Mail sale and/or redemption confirmations using standard forms;
o Accept and process cash payments from investors, clear checks which
represent payments for the purchase of Shares;
o Requisition Shares in accordance with instructions of the Principal
Underwriter of the Shares of the Fund;
o Produce periodic reports reflecting the accounts receivable and the paid
pending (free stock) items;
o Open, maintain and close Shareholder accounts;
o Establish registration of ownership of Shares in accordance with
generally accepted form;
o Maintain monthly records of (i) issued Shares and (ii) number of
Shareholders and their aggregate Shareholdings classified according to
their residence in each State of the United States or foreign country;
o Accept and process telephone exchanges and redemptions for Shares in
accordance with the Fund's Telephone Exchange and Redemption
Privileges as described in the Fund's current prospectus.
o Maintain and safeguard records for each Shareholder showing name(s),
address, number of any certificates issued, and number of Shares
registered in such name(s), together with continuous proof of the
outstanding Shares, and dealer identification, and reflecting all
current changes. On request, provide information as to an investor's
qualification for Cumulative Quantity Discount. Provide all accounts
with confirmation statements reflecting the most recent transactions,
and also provide year-end historical confirmation statements;
o Provide on request a duplicate set of records for file maintenance in the
Fund's office in St. Petersburg, Florida;
o Out of money received in payment for Share sales, pay to the Fund's
Custodian Account with the Custodian, the net asset value per Share
and pay to the Principal Underwriter its commission;
o Redeem Shares and prepare and mail (or wire) liquidation proceeds;
o Pass upon the adequacy of documents submitted by a Shareholder or his
legal representative to substantiate the transfer of ownership of
Shares from the registered owner to transferees;
o From time to time, make transfers upon the books of the Fund in
accordance with properly executed transfer instructions furnished to
FTIS and make transfers of certificates for such Shares as may be
surrendered for transfer properly endorsed, and countersign new
certificates issued in lieu thereof;
o Upon receipt of proper documentation, place stop transfers, obtain
necessary insurance forms, and reissue replacement certificates
against lost, stolen or destroyed Share certificates;
o Check surrendered certificates for stop transfer restrictions. Although
FTIS cannot insure the genuineness of certificates surrendered for
cancellation, it will employ all due reasonable care in deciding the
genuineness of such certificates and the guarantor of the signature(s)
thereon;
o Cancel surrendered certificates and record and countersign new
certificates;
o Certify outstanding Shares to auditors;
o In connection with any meeting of Shareholders, upon receiving
appropriate detailed instructions and written materials prepared by
the Fund and proxy proofs checked by the Fund, print proxy cards;
deliver to Shareholders all reports, prospectuses, proxy cards and
related proxy materials of suitable design for enclosing; receive and
tabulate executed proxies; and furnish a list of Shareholders for the
meeting;
o Answer routine correspondence and telephone inquiries about individual
accounts. Prepare monthly reports for correspondence volume and
correspondence data necessary for the Fund's Semi-Annual Report on
Form N-SAR;
o Prepare and mail dealer commission statements and checks;
o Maintain and furnish the Fund and its Shareholders with such information
as the Fund may reasonably request for the purpose of compliance by
the Fund with the applicable tax and securities laws of applicable
jurisdictions;
o Mail confirmations of transactions to investors and dealers in a timely
fashion;
o Pay or reinvest income dividends and/or capital gains distributions to
Shareholders of record, in accordance with the Fund's and/or
Shareholder's instructions, provided that:
(a) The Fund shall notify FTIS in writing promptly upon declaration of
any such dividend and/or distribution, and in any event at least
forty-eight (48) hours before the record date;
(b) Such notification shall include the declaration date, the record
date, the payable date, the rate, and, if applicable, the
reinvestment date and the reinvestment price to be used; and
(c) Prior to the payable date, the Fund shall furnish FTIS with
sufficient fully and finally collected funds to make such
distribution;
o Prepare and file annual United States information returns of dividends
and capital gains distributions (Form 1099) and mail payee copies to
Shareholders; report and pay United States income taxes withheld from
distributions made to nonresidents of the United States, and prepare
and mail to Shareholders the notice required by the U.S. Internal
Revenue Code as to realized capital gains distributed and/or retained,
and their proportionate share of any foreign taxes paid by the Fund;
o Prepare transfer journals;
o Set up wire order trades on file;
o Receive payment for trades and update the trade file;
o Produce delinquency and other trade file reports;
o Provide dealer commission statements and payments thereof for the
Principal Underwriter;
o Sort and print shareholder information by state, social code, price
break, etc.; and
o Mail promptly the Statement of Additional Information of the Fund to each
Shareholder who requests it, at no cost to the Shareholder.
In connection with the Fund's Cash Withdrawal Program, FTIS will:
o Make payment of amounts withdrawn periodically by the Shareholder
pursuant to the Program by redeeming Shares, and confirm such
redemptions to the Shareholder; and
o Provide confirmations of all redemptions, reinvestment of dividends and
distributions, and any additional investments in the Program,
including a summary confirmation at the year-end.
In connection with Tax Deferred Retirement Plans involving the Fund, FTIS
will:
o Receive and process applications, accept contributions, record Shares
issued and dividends reinvested;
o Make distributions when properly requested; and
o Furnish reports to regulatory authorities as required.
