INSTITUTIONAL FIDUCIARY TRUST
On behalf of
▇▇▇▇▇▇▇▇ ▇▇▇▇ RESERVES FUND
ADMINISTRATION AGREEMENT
This Administration Agreement is made between INSTITUTIONAL FIDUCIARY
TRUST, a Delaware statutory trust (the "Trust"), on behalf of the ▇▇▇▇▇▇▇▇ ▇▇▇▇
RESERVES FUND (the "Fund"), a separate series of the Trust, and FRANKLIN
ADVISERS, INC., a California Corporation (the "Administrator").
WHEREAS, the Trust has been organized and intends to operate as an
investment company registered under the Investment Company Act of 1940, as
amended (the "1940 Act"), for the purpose of investing and reinvesting its
assets in securities, as set forth in its Agreement and Declaration of Trust,
its By-Laws and its Registration Statement under the 1940 Act and the Securities
Act of 1933, as amended, all as heretofore and hereafter amended and
supplemented; and the Trust desires to avail itself of the services,
information, advice, assistance and facilities of an investment manager and to
have an investment manager perform various management, statistical, research,
investment advisory and other services for the Fund; and
WHEREAS, the Administrator is registered as an investment adviser under
the Investment Advisers Act of 1940, as amended, is engaged in the business of
rendering administrative services to investment companies, and desires to
provide these services to the Fund.
NOW THEREFORE, in consideration of the terms and conditions hereinafter
set forth, it is agreed as follows:
1. Employment of the Administrator. The Fund hereby employs the Administrator to
administer its affairs, subject to the direction of the Board of Trustees and
the officers of the Trust, for the period and on the terms hereinafter set
forth. The Administrator hereby accepts such employment and agrees during such
period to render the services and to assume the obligations herein set forth for
the compensation herein provided. The Administrator shall for all purposes
herein be deemed to be an independent contractor and shall, except as expressly
provided or authorized (whether herein or otherwise), have no authority to act
for or represent the Fund or the Trust in any way or otherwise be deemed an
agent of the Fund or the Trust.
2. Obligations of and Services to be Provided by the Administrator. The
Administrator undertakes to provide the services hereinafter set forth and to
assume the following obligations:
A. Office Space, Furnishings, Facilities, Equipment, and Personnel. The
Administrator shall furnish to the Fund adequate (i) office space, which may be
space within the offices of the Administrator or in such other place as may be
agreed upon from time to time, and (ii) office furnishings, facilities and
equipment as may be reasonably required for managing the affairs and conducting
the business of the Fund, including complying with the securities reporting
requirements of the United States and the various states in which the Fund does
business, conducting correspondence and other communications with the
shareholders of the Fund, maintaining all internal bookkeeping, accounting,
auditing services and records in connection with the Fund's investment and
business activities, and computing its net asset value. The Administrator shall
employ or provide and compensate the executive, secretarial and clerical
personnel necessary to provide such services. The Administrator shall also
compensate all officers and employees of the Trust who are officers or employees
of the Administrator.
B. Provision of Information Necessary for Preparation of Securities
Registration, Statements, Amendments and Other Materials. The Administrator, its
officers and employees will make available and provide accounting and
statistical information required by the Fund in the preparation of registration
statements, reports and other documents required by federal and state securities
laws and with such information as the Fund may reasonably request for use in the
preparation of such documents or of other materials necessary or helpful for the
underwriting and distribution of the Fund's shares.
C. Other Obligations and Services. The Administrator shall make its
officers and employees available to the Board of Trustees and officers of the
Trust for consultation and discussions regarding the administration of the Fund
and its investment activities.
3. Expenses of the Fund. It is understood that the Fund will pay all of its own
expenses other than those expressly assumed by the Administrator herein, which
expenses payable by the Fund shall include:
A. Fees and expenses paid to the Administrator as provided herein;
B. Expenses of all audits by independent public accountants;
C. Expenses of transfer agent, registrar, custodian, dividend
disbursing agent and shareholder record-keeping services;
D. Expenses of obtaining quotations for calculating the value of the
Fund's net assets;
E. Salaries and other compensation of any of its executive officers
of the Trust who are not officers, trustees, stockholders or
employees of the Administrator or its affiliates;
F. Taxes levied against the Fund;
G. Brokerage fees and commissions in connection with the purchase and
sale of securities for the Fund;
H. Costs, including the interest expense, of borrowing money;
I. Costs incident to meetings of the Board of Trustees, reports to
the Fund's shareholders, the filing of reports with regulatory bodies
and the maintenance of the Fund's legal existence;
J. Legal fees, including the legal fees related to the registration
and continued qualification of the Fund's shares for sale;
K. Trustees' fees and expenses to trustees who are not directors,
officers, employees or stockholders of the Administrator or any of
its affiliates;
L. Costs and expense of registering and maintaining the registration
of the Fund and its shares under federal and any applicable state
laws; including the printing and mailing of prospectuses to its
shareholders;
M. Trade association dues; and
N. The Fund's pro rata portion of the fidelity bond, errors and
omissions, and trustees and officers liability insurance premium; and
O. The Fund's portion of the cost of any proxy voting service used on
its behalf.
4. Compensation of the Administrator. The Fund shall pay a monthly
administration fee in cash to the Administrator based upon a percentage of the
value of the Fund's net assets, calculated as set forth below, on the first
business day of each month in each year as compensation for the services
rendered and obligations assumed by the Administrator during the preceding
month. The initial administration fee under this Agreement shall be payable on
the first business day of the first month following the effective date of this
Agreement, and shall be reduced by the amount of any advance payments made by
the Trust relating to the previous month.
A. For purposes of calculating such fee, the value of the net assets of
the Fund shall be the average daily net assets during the month for which the
payment is being made, determined in the same manner as the Fund uses to compute
the value of its net assets in connection with the determination of the daily
net asset value of its shares, all as set forth more fully in the Fund's current
prospectus. The annual rate of the administration fee payable by the Fund shall
be 25/100 of 1% of the value of its net assets.
B. If this Agreement is terminated prior to the end of any month, the
accrued administration fee for the Fund shall be paid to the date of
termination.
C. The Administrator may waive all or a portion of its fees provided for
hereunder and such waiver shall be treated as a reduction in purchase price of
its services. The Administrator shall be contractually bound hereunder by the
terms of any publicly announced waiver of its fees, or any limitation of the
Fund's expenses, as if such waiver or limitation were full set forth herein.
5. Activities of the Administrator. The services of the Administrator to the
Fund hereunder are not to be deemed exclusive, and the Administrator and any of
its affiliates shall be free to render similar services to others. Subject to
and in accordance with the Agreement and Declaration of Trust and By-Laws of the
Trust and to Section 10(a) of the 1940 Act, it is understood that trustees,
officers, agents and shareholders of the Trust are or may be interested in the
Administrator or its affiliates as trustees, directors, officers, agents or
stockholders and that directors, officers, agents or stockholders of the
Administrator or its affiliates are or may be interested in the Trust as
Trustees, officers, agents, shareholders or otherwise, and that the
Administrator or its affiliates may be interested in the Fund as shareholders or
otherwise; and that the effect of any such interests shall be governed by said
Agreement and Declaration of Trust, the By-Laws and the ▇▇▇▇ ▇▇▇.
6. Liabilities of the Administrator.
A. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of obligation or duties hereunder on the part of the
Administrator, the Administrator shall not be subject to liability to the Trust
or the Fund or to any shareholder of the Fund for any act or omission in the
course of, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security by the
Funds.
B. Notwithstanding the foregoing, the Administrator agrees to reimburse
the Trust for any and all costs, expenses, and counsel and trustees' fees
reasonably incurred by the Trust in the preparation, printing and distribution
of proxy statements, amendments to its Registration Statement, holdings of
meetings of its shareholders or trustees, the conduct of factual investigations,
any legal or administrative proceedings (including any applications for
exemptions or determinations by the Securities and Exchange Commission) which
the Trust incurs as the result of action or inaction of the Administrator or any
of its affiliates or any of their officers, directors, employees or shareholders
where the action or inaction necessitating such expenditures (i) is directly or
indirectly related to any transactions or proposed transaction in the shares or
control of the Administrator or its affiliates (or litigation related to any
pending or proposed or future transaction in such shares or control) which shall
have been undertaken without the prior, expressed approval of the Trust's Board
of Trustees; or, (ii) is within the control of the Administrator or any of its
affiliates or any of their officers, trustees, employees or shareholders. The
Administrator shall not be obligated, pursuant to the provisions of this
Subsection 6(B), to reimburse the Trust for any expenditures related to the
institution of an administrative proceeding or civil litigation by the Trust or
a shareholder seeking to recover all or a portion of the proceeds derived by any
shareholder of the Administrator or any of its affiliates from the sale of his
shares of the Administrator, or similar matters. So long as this Agreement is in
effect, the Administrator shall pay to the Trust the amount due for expenses
subject to Subsection 6(B) of this Agreement within 30 days after a ▇▇▇▇ or
statement has been received by the Administrator therefore. This provision shall
not be deemed to be a waiver of any claim the Trust may have or may assert
against the Administrator or others for costs, expenses or damages heretofore
incurred by the Trust or for costs, expenses or damages the Trust may hereafter
incur which are not reimbursable to it hereunder.
C. No provision of this Agreement shall be construed to protect any
trustee or officer of the Trust, or director or officer of the Administrator,
from liability in violation of Sections 17(h) and (i) of the 1940 Act.
7. Renewal and Termination.
A. This Agreement shall become effective on the date written below and
shall continue in effect for one (1) year thereafter, unless sooner terminated
as hereinafter provided and shall continue in effect thereafter as to the
applicable Fund for periods not exceeding one (1) year so long as such
continuation is approved at least annually (i) by a vote of a majority of the
outstanding voting securities of such Fund or by a vote of the Board of Trustees
of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who
are not parties to the Agreement (other than as Trustees of the Trust) or
"interested persons" of any such party, cast in person at a meeting called for
the purpose of voting on the Agreement.
B. This Agreement:
(i) may at any time be terminated with respect to any of the Funds
without the payment of any penalty either by vote of the Board of Trustees of
the Trust or by vote of a majority of the outstanding voting securities of the
Fund seeking to terminate the Agreement, on sixty (60) days' written notice to
the Adviser;
(ii) shall immediately terminate with respect to all of the Funds in
the event of its assignment; and
(iii) may be terminated by the Adviser with respect to any of the
Funds on sixty (60) days' written notice to the applicable Fund.
C. As used in this Paragraph the terms "assignment," "interested person"
and "vote of a majority of the outstanding voting securities" shall have the
meanings set forth for such terms in the Act.
D. Any notice under this Agreement shall be given in writing addressed and
delivered, or mailed post-paid, to the other party at any office of such party.
8. Severability. If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and effective on the 1st day of November 2007.
INSTITUTIONAL FIDUCIARY TRUST
on behalf of ▇▇▇▇▇▇▇▇ ▇▇▇▇ Reserves Fund
By: ____________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title; Vice President & Secretary
FRANKLIN ADVISERS, INC.
By: ____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇]
Title: President & Chief Investment Officer