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Exhibit 10.60
AMENDED AND RESTATED MASTER MANAGEMENT AGREEMENT
THIS AMENDED AND RESTATED MASTER AGREEMENT dated as of May 31, 2001,
between Franklin Templeton Investments Corp., as trustee of the mutual fund
trusts listed from time to time in Schedule "A" to this agreement (collectively,
the "Funds"), having a principal place of business at 1 Adelaide Street East,
Suite 2101, Toronto, Ontario, M5C 3B8 and Franklin Templeton Investments Corp.
(the "Manager"), a corporation organized under the laws of Ontario with its
principal place of business at 1 Adelaide Street East, Suite 2101, Toronto,
Ontario M5C 3B8. The Manager hereby declares that this master agreement:
(a) represents an amended and restated master management agreement for all
of the Funds listed in Schedule "A" from time to time that were in
existence before the date first written above; and
(b) may be amended in the future to add or delete mutual fund trusts or
classes or series of units of mutual fund trusts and for any other
purpose permitted by the terms of this agreement.
In consideration of the mutual promises made in this Agreement, the parties
hereby agree as follows:
(1) FUND ADMINISTRATION
Manager agrees, during the life of this Agreement, to be responsible for:
(a) providing office space, telephone, office equipment and supplies for
the Funds;
(b) authorizing expenditures and approving bills for payment on behalf of
the Funds;
(c) supervising preparation of periodic reports to unitholders of the
Funds ("Unitholders"), notices of dividends, capital gains
distributions and tax credits, and attending to routine correspondence
and other communications with individual Unitholders;
(d) daily pricing of each Fund's investment portfolio and preparing and
supervising publication of the daily net asset value of units of each
Series of each Fund ("Units"), earnings reports and other financial
data;
(e) monitoring relationships with organizations serving each of the Funds,
including custodians, transfer agents, public accounting firms, law
firms, printers and other third party service providers;
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(f) supervising compliance by the Funds with recordkeeping requirements
under applicable laws, supervising compliance with recordkeeping
requirements imposed by applicable laws, and maintaining books and
records for the Funds (other than those maintained by the custodian
and transfer agent);
(g) preparing and filing of tax reports including each Fund's income tax
returns, and monitoring each Fund's compliance with applicable tax
laws and regulations;
(h) monitoring each Fund's compliance with provincial, federal and foreign
laws and regulations applicable to the operation of investment funds;
each Fund's investment objectives, policies and restrictions; and the
Code of Ethics and other policies adopted by each Fund or by that
Fund's Investment Advisor and applicable to the Fund;
(i) providing executive, clerical and secretarial personnel needed to
carry out the above responsibilities;
(j) preparing regulatory reports, including without limitation, proxy
statements and foreign ownership reports; and
(k) acting as an advisor to manage the investment and reinvestment of the
Fund's assets for those Funds listed in Schedule "B" from time to
time, subject to the investment objectives and strategies of a Fund as
described in the then current prospectus of the Fund.
(2) DISTRIBUTION OF THE FUND'S UNITS
(a) The Manager shall be the principal distributor of the Units throughout
Canada, and agrees to use its best efforts to bring about and maintain
a broad distribution of the Units among bona fide investors.
(b) The Manager shall solicit responsible dealers for orders from
investors to purchase Units of a Fund and may sign selling agreements
with any such dealers, the forms of such contracts to be as mutually
agreed upon between each Fund and the Manager.
(c) The Units shall be available for sale on the following basis:
(i) Series A Units of each Fund shall be offered for sale at a price
equal to their net asset value per Series (as defined in each
Fund's Declaration of Trust) plus a sales commission (that is, on
a "front-load basis") provided, however, that such commission
shall not exceed the rate of commission described in the then
current prospectus of the Funds. Except as provided in the then
current prospectus of the Funds, each Fund shall also offer
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Series A Units of a Fund for sale on a deferred sales charge
basis, that is, without an initial sales commission but subject
to a redemption charge not exceeding the rate of redemption
charge described in the prospectus of that Fund in effect when
the Series A Units were issued. The Manager shall pay or arrange
for payment to dealers, from its own sources or sources arranged
by it and not from a Fund, a sales commission based on the net
asset value of each Series A Unit of that Fund they sell on a
deferred sales charge basis. The amount of the sales commission
shall be determined by the Manager from time to time in its sole
discretion.
(ii) Series F Units of a Fund shall be offered for sale at a price
equal to their net asset value per Series (as defined in each
Fund's Declaration of Trust) and are sold on a no-load basis only
without a sales commission or redemption charge.
(iii)Series I Units shall be offered for sale at a price equal to
their net asset value per Series (as defined in each Fund's
Declaration of Trust) plus a sales commission (that is, on a
"front-load basis" only), provided, however, that such commission
shall not exceed the rate of commission described in the then
current prospectus of the Funds.
(iv) Series O Units of a Fund shall be offered for sale at a price
equal to their net asset value per Series (as defined in each
Fund's Declaration of Trust) and are sold on a no-load basis only
without a sales commission or redemption charge.
Units of a Fund may also be offered for sale on any other basis
determined by the trustee of the Fund.
(d) The Manager further agrees, during the life of this Agreement, to
compensate registered dealers for ongoing services to their clients
holding front-load, deferred sales charge or other specified Series A,
Series I or Series O Units of a Fund by making cash payments, known as
"trail commissions", to dealers selling Series A, Series I or Series O
Units of that Fund. The trail commissions will be paid by the Manager
to registered dealers quarterly (or such other frequency as may be
determined by the Manager) in arrears based on the average daily net
asset value of the Series A, Series I or Series O Units of a Fund held
by their sales representatives' customers, net of redemptions. The
trail commission or the payment thereof shall be determined by the
Manager and may be changed at any time and from time to time by the
Manager in its sole discretion.
(e) Except as described below in paragraph (f), each Series of Units of a
Fund shall pay all operating expenses including the Series'
proportionate share of common Fund expenses and the expenses that are
only applicable to that particular Series. Expenses include those (i)
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incidental to registering and qualifying, and maintaining the
registration and qualification of, the Units of that Fund for sale
under applicable securities laws and regulations of the jurisdictions
in Canada in which the Manager desires to distribute such Units as the
Manager may reasonably require in connection with its duties to bring
about and maintain a broad distribution of each Fund's Units among
bona fide investors; and (ii) for preparing, setting up, printing and
distributing financial reports for existing Unitholders.
(f) Series F Units of Bissett Money Market Fund, Bissett Bond Fund and
Bissett Income Fund shall not pay any operating expenses, exclusive of
management fees and Goods and Services Tax.
Series F Units of Bissett International Equity Fund shall not pay
operating expenses, exclusive of its management fee and Goods and
Services Tax, which exceed, on an annual basis, one percent (1.00%) of
the average annual Net Asset Value of the Fund. In the event that the
expenses exceed this limit, the amount of any excess shall be paid by
the Manager.
Series F Units of all other Bissett Funds in existence prior to August
30, 2000 shall not pay operating expenses, exclusive of its management
fee and Goods and Services Tax, which exceed, on an annual basis, one
half of one percent (0.5%) of the average annual Net Asset Value of
the Fund. In the event that the expenses exceed this limit, the amount
of any excess shall be paid by the Manager.
(g) The Manager, as agent of and for the account of each Fund, may process
redemptions per Series of Units of a Fund offered for resale to it at
the net asset value per Series of such Units, as defined in the
Declaration of Trust of that Fund. Whenever the trustee of a Fund
deems it advisable for the protection of the Unitholders of that Fund,
the Trustee may suspend or cancel such authority.
(h) The Manager will conduct its business in strict accordance with the
applicable requirements of each Fund's Declaration of Trust as from
time to time amended, and in strict accordance with all applicable
Canadian, provincial and local statutes, rules and regulations.
(3) TERM
This Agreement shall be effective from the date written above and shall
continue in effect for two years thereafter, unless sooner terminated by a Fund
or the Manager by giving sixty (60) days' written notice in advance to the
other. This Agreement shall continue in effect thereafter for one year periods
unless terminated by either party as written above.
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(4) FEES
Each Fund agrees, during the life of this Agreement, to pay to the Manager
monthly as compensation for its services hereunder the fees set out in a
separate side agreement for each of the Funds.
(5) USE OF AGENTS
The Manager may, at any time and from time to time, in its sole discretion,
retain, employ or appoint one or more employees, agents, assistants or advisors
of the Manager to perform such functions and to provide such services in
connection with this Agreement as the Manager, in its sole discretion,
determines. The Manager also may, at any time and from time to time, in its sole
discretion, delegate to one or more sub-distributors responsibility and
authority to perform such functions and to provide such services under this
Agreement as the Manager, in its sole discretion, determines. All expenses
incurred in connection with any such employee, agent, assistant, advisor or
sub-distributor shall be for the sole account of the Manager.
(6) TERMINATION
This Agreement may be terminated by a Fund at any time on sixty (60) days'
written notice without payment of penalty, provided that such termination by
that Fund shall be directed or approved by the Trustee or by the vote of a
majority of the outstanding voting securities of the Trust; and shall
automatically and immediately terminate in the event of its assignment by the
Manager, other than to an affiliate of the Manager.
(7) LIABILITY
In the absence of willful misfeasance, bad faith or gross negligence on the
part of the Manager, or of reckless disregard of its duties and obligations
hereunder, the Manager 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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(8) DUTY OF CARE
The Manager shall in the exercise of the powers, rights, duties and
obligations prescribed or conferred on the Manager by this Agreement, exercise
that degree of care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances and shall exercise its powers and discharge
its duties hereunder honestly, in good faith and in the best interests of each
Fund.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed by their duly authorized officers as of the date first written above.
FRANKLIN TEMPLETON INVESTMENTS CORP. as trustee of
the Funds
By: /s/ Michael Mezei
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By: /s/ James Cook
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FRANKLIN TEMPLETON INVESTMENTS CORP.
By: /s/ Michael Mezei
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By: /s/ James Cook
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SCHEDULE "A"
to
AMENDED AND RESTATED MASTER MANAGEMENT AGREEMENT
Templeton International Stock Fund
Templeton Emerging Markets Fund
Templeton Global Smaller Companies Fund
Templeton Global Balanced Fund
Templeton International Balanced Fund
Templeton Global Bond Fund
Templeton Canadian Stock Fund
Templeton Canadian Asset Allocation Fund
Templeton Canadian Bond Fund
Templeton Treasury Bill Fund
Templeton Balanced Fund
Templeton Global Balanced RSP Fund
Templeton Growth RSP Fund
Templeton Emerging Markets RSP Fund
Templeton Global Smaller Companies RSP Fund
Templeton International Stock RSP Fund
Franklin U.S. Small Cap Growth RSP Fund
Franklin U.S. Small Cap Growth Fund
Franklin U.S. Large Cap Growth Fund
Franklin U.S. Aggressive Growth Fund
Franklin World Health Sciences and Biotech Fund
Franklin World Telecom Fund
Franklin Technology Fund
Franklin U.S. Money Market Fund
Franklin U.S. Large Cap Growth RSP Fund
Franklin U.S. Aggressive Growth RSP Fund
Franklin World Health Sciences and Biotech RSP Fund
Franklin World Telecom RSP Fund
Franklin Technology RSP Fund
Franklin World Growth Fund
Franklin World Growth RSP Fund
Bissett American Equity Fund
Bissett Bond Fund
Bissett Canadian Equity Fund
Bissett Dividend Income Fund
Bissett Income Fund
Bissett International Equity Fund
Bissett Large Cap Fund
Bissett Microcap Fund
Bissett Money Market Fund
Bissett Multinational Growth Fund
Bissett Retirement Fund
Bissett Small Cap Fund
Bissett American Equity RSP Fund
Bissett Multinational Growth RSP Fund
Mutual Beacon RSP Fund
Mutual Beacon Fund
SCHEDULE "B"
to
AMENDED AND RESTATED MASTER MANAGEMENT AGREEMENT
Templeton International Stock Fund
Templeton Global Smaller Companies Fund
Templeton Global Balanced Fund - equity portion only
Templeton International Balanced Fund - equity portion only
Templeton Canadian Stock Fund
Templeton Canadian Asset Allocation Fund
Templeton Canadian Bond Fund
Templeton Treasury Bill Fund
Templeton Balanced Fund
Templeton Global Balanced RSP Fund -equity portion only
Templeton Global Smaller Companies RSP Fund
Templeton International Stock RSP Fund
Bissett American Equity Fund
Bissett Bond Fund
Bissett Canadian Equity Fund
Bissett Dividend Income Fund
Bissett Income Fund
Bissett International Equity Fund
Bissett Large Cap Fund
Bissett Microcap Fund
Bissett Money Market Fund
Bissett Multinational Growth Fund
Bissett Retirement Fund
Bissett Small Cap Fund
Bissett American Equity RSP Fund
Bissett Multinational Growth RSP Fund