BUSINESS MANAGEMENT AGREEMENT
BETWEEN
TEMPLETON SMALLER COMPANIES GROWTH FUND, INC.
AND
TEMPLETON GLOBAL INVESTORS, INC.
AGREEMENT as of April 1, 1993, between TEMPLETON
SMALLER COMPANIES GROWTH FUND, INC., a registered open-end
investment company (the "Fund"), and ▇▇▇▇▇▇▇▇▇ 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 Fund;
(b) paying compensation of the Fund's officers for
services rendered as such;
(c) authorizing expenditures and approving bills for
payment of 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 record-
keeping requirements under the Investment Company
Act of 1940 and the regulations thereunder, with
state regulatory requirements, maintenance of
books and records for the Fund (other than those
maintained by the custodian and transfer agent),
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 help
needed to carry out the above responsibilities.
(2) The Fund agrees, during the life of this Agreement, to pay to TGII
as compensation for the foregoing a monthly fee of 0.0125% (0.15% annually) 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 of 0.01125% (0.135% annually);
on such net assets in excess of $700 million up to $1.2 billion a monthly fee of
0.00833% (0.1% annually); and on such net assets in excess of $1.2 billion a
monthly fee of 0.00625% (0.075% annually).
(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 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 U.S.
Investment Company Act of 1940); and shall automatically and immediately
terminate in the event of its assignment.
(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.
▇▇▇▇▇▇▇▇▇ SMALLER COMPANIES
GROWTH FUND, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
ATTEST:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary
▇▇▇▇▇▇▇▇▇ GLOBAL INVESTORS, INC.
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
President
ATTEST:
-----------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Secretary
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