ADMINISTRATION AGREEMENT BETWEEN
FRANKLIN ▇▇▇▇▇▇▇▇▇ SERVICES, INC.
AND
FRANKLIN MUTUAL SERIES FUND INC.
AGREEMENT dated as of November 1, 1996, between Franklin Mutual
Series Fund Inc., a Maryland corporation which is a registered open-end
investment company, on behalf of its series, MUTUAL EUROPEAN FUND (the
"Fund"), and Franklin ▇▇▇▇▇▇▇▇▇ 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 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
FTS 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
June 30, 1998 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 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.