FORM OF
SUBADVISORY AGREEMENT
TEMPLETON GLOBAL INVESTMENT TRUST
(on behalf of
Franklin ▇▇▇▇▇▇▇▇▇ Non-U.S. Dynamic Core Equity Fund)
THIS SUBADVISORY AGREEMENT made as of the ___ day of
__________________, 2002 by and between FRANKLIN ▇▇▇▇▇▇▇▇▇ ASSET STRATEGIES,
LLC, a Delaware limited liability company (hereinafter called "FTAS") and
FIDUCIARY TRUST COMPANY INTERNATIONAL, a New York corporation (hereinafter
called "FTCI").
W I T N E S S E T H
WHEREAS, FTAS and FTCI are each registered as an investment adviser
under the Investment Advisers Act of 1940 (the "Advisers Act"), and engaged in
the business of supplying investment advice, and investment management services,
as an independent contractor; and
WHEREAS, FTAS has been retained to render investment advisory services
to the Templeton Fiduciary Non-U.S. Dynamic Core Equity Fund (the "Fund"), a
series of Templeton Global Investment Trust (the "Trust"), an investment
management company registered with the U.S. Securities and Exchange Commission
(the "SEC") pursuant to the Investment Company Act of 1940 (the "1940 Act"); and
WHEREAS, FTAS desires to retain FTCI to render investment advisory,
research and related services to the Fund pursuant to the terms and provisions
of this Agreement, and FTCI is interested in furnishing said services.
NOW, THEREFORE, in consideration of the covenants and the mutual
promises hereinafter set forth, the parties hereto, intending to be legally
bound hereby, mutually agree as follows:
1. FTAS hereby retains FTCI and FTCI hereby accepts such
engagement, to furnish certain investment advisory services with respect to the
assets of the Fund, as more fully set forth herein.
(a) Subject to the overall policies, control, direction
and review of the Trust's Board of Trustees (the "Board") and to the
instructions and supervision of FTAS, FTCI will provide a continuous investment
program for the Fund with respect to that portion of the Fund's assets
designated by FTAS, including allocation of the Fund's assets among the various
securities markets of the world and, investment research and advice with respect
to securities and investments and cash equivalents in the Fund. So long as the
Board and FTAS determine, on no less frequently than an annual basis, to grant
the necessary delegated authority to FTCI, and subject to paragraph (b) below,
FTCI will, with respect to the portion of the Fund's assets over which it has
been given responsibility, determine what securities and other investments will
be purchased, retained or sold by the Fund, and will place all purchase and sale
orders on behalf of the Fund.
(b) In performing these services, FTIL shall adhere to
the Fund's investment objectives, policies and restrictions as contained in its
Prospectus and Statement of Additional Information, and in the Trust's
Declaration of Trust, and to the investment guidelines most recently established
by FTASL and shall comply with the provisions of the 1940 Act and the rules and
regulations of the SEC thereunder in all material respects and with the
provisions of the United States Internal Revenue Code of 1986, as amended, which
are applicable to regulated investment companies.
(c) Unless otherwise instructed by FTAS or the Board, and
subject to the provisions of this Agreement and to any guidelines or limitations
specified from time to time by FTAS or by the Board, FTCI shall report daily all
transactions effected by FTCI on behalf of the Fund to FTAS and to other
entities as reasonably directed by FTAS or the Board.
(d) FTCI shall provide the Board at least quarterly, in
advance of the regular meetings of the Board, a report of its activities
hereunder on behalf of the Fund and its proposed strategy for the next quarter,
all in such form and detail as requested by the Board. FTCI shall also make an
investment officer available to attend such meetings of the Board as the Board
may reasonably request.
(e) In carrying out its duties hereunder, FTCI shall
comply with all reasonable instructions of the Fund or FTAS in connection
therewith. Such instructions may be given by letter, telex, telefax or telephone
confirmed by telex, by the Board or by any other person authorized by a
resolution of the Board, provided a certified copy of such resolution has been
supplied to FTCI.
2. In performing the services described above, FTCI shall use
its best efforts to obtain for the Fund the most favorable price and execution
available. Subject to prior authorization of appropriate policies and procedures
by the Board, FTCI may, to the extent authorized by law and in accordance with
the terms of the Fund's Prospectus and Statement of Additional Information,
cause the Fund to pay a broker who provides brokerage and research services an
amount of commission for effecting a portfolio investment transaction in excess
of the amount of commission another broker would have charged for effecting that
transaction, in recognition of the brokerage and research services provided by
the broker. To the extent authorized by applicable law, FTCI shall not be deemed
to have acted unlawfully or to have breached any duty created by this Agreement
or otherwise solely by reason of such action.
3. (a) FTCI shall, unless otherwise expressly provided
and authorized, have no authority to act for or represent FTAS or the Fund in
any way, or in any way be deemed an agent for FTAS or the Fund.
(b) It is understood that the services provided by FTCI
are not to be deemed exclusive. FTAS acknowledges that FTCI may have investment
responsibilities, or render investment advice to, or perform other investment
advisory services, for individuals or entities, including other investment
companies registered pursuant to the 1940 Act, ("Clients") which may invest in
the same type of securities as the Fund. FTAS agrees that FTCI may give advice
or exercise investment responsibility and take such other action with respect to
such Clients which may differ from advice given or the timing or nature of
action taken with respect to the Fund.
4. FTCI agrees to use its best efforts in performing the
services to be provided by it pursuant to this Agreement.
5. FTAS has furnished or will furnish to FTCI as soon as
available copies properly certified or authenticated of each of the following
documents:
(a) the Trust's Trust Instrument dated December 21,
1993, and any other organizational documents and all amendments thereto or
restatements thereof;
(b) resolutions of the Trust's Board of Trustees
authorizing the appointment of FTCI and approving this Agreement;
(c) the Trust's original Notification of Registration
on Form N-8A under the 1940 Act as filed with the SEC and all amendments
thereto;
(d) the Trust's current Registration Statement on Form
N-1A under the Securities Act of 1933, as amended and under the 1940 Act as
filed with the SEC, and all amendments thereto, as it relates to the Fund;
(e) the Fund's most recent Prospectus and Statement of
Additional Information; and
(f) the Investment Advisory Agreement between the Fund
and FTAS.
FTAS will furnish FTCI with copies of all amendments of or supplements to the
foregoing documents.
6. FTCI will treat confidentially and as proprietary
information of the Fund all records and other information relative to the Fund
and prior, present or potential shareholders, and will not use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Fund, which approval shall not be unreasonably withheld and may not be
withheld where FTCI may be exposed to civil or criminal contempt proceedings for
failure to comply when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund.
7. (a) FTAS shall pay a monthly fee in cash to FTCI of
[INSERT APPLICABLE PERCENTAGE] of the investment advisory fee paid to FTAS by
the Fund, which fee shall be payable on the first business day of each month in
each year as compensation for the services rendered and obligations assumed by
FTCI during the preceding month. The advisory 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 FTAS relating to the previous month.
(b) FTAS and FTCI shall share equally in any voluntary
reduction or waiver by FTAS of the management fee due FTAS under the Investment
Advisory Agreement between FTAS and the Fund.
(c) If this Agreement is terminated prior to the end of
any month, the monthly fee shall be prorated for the portion of any month in
which this Agreement is in effect which is not a complete month according to the
proportion which the number of calendar days in the month during which the
Agreement is in effect bears to the total number of calendar days in the month,
and shall be payable within 10 days after the date of termination.
8. Nothing herein contained shall be deemed to relieve or
deprive the Board of its responsibility for and control of the conduct of the
affairs of the Fund.
9. (a) In the absence of willful misfeasance, bad faith, gross
negligence, or reckless disregard of its obligations or duties hereunder on the
part of FTCI, neither FTCI nor any of its directors, officers, employees or
affiliates shall be subject to liability to FTAS or the Fund or to any
shareholder of the Fund for any error of judgment or mistake of law or any other
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 Fund.
(b) Notwithstanding paragraph 9(a), to the extent that
FTAS is found by a court of competent jurisdiction, or the SEC or any other
regulatory agency to be liable to the Fund or any shareholder (a "liability"),
for any acts undertaken by FTCI pursuant to authority delegated as described in
Paragraph 1(a), FTCI shall indemnify and save FTAS and each of its affiliates,
officers, directors and employees (each an "Indemnified Party") harmless from,
against, for and in respect of all losses, damages, costs and expenses incurred
by an Indemnified Party with respect to such liability, together with all legal
and other expenses reasonably incurred by any such Indemnified Party, in
connection with such liability.
(c) No provision of this Agreement shall be construed
to protect any director or officer of FTAS or FTCI, from liability in violation
of Sections 17(h) or (i), respectively, of the ▇▇▇▇ ▇▇▇.
10. During the term of this Agreement, FTCI will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities (including brokerage commissions, if any)
purchased for the Fund. The Fund and FTAS will be responsible for all of their
respective expenses and liabilities.
11. This Agreement shall be effective as of the date given
above, and shall continue in effect for two years. It is renewable annually
thereafter for successive periods not to exceed one year each (i) by a vote of
the Board or by the vote of a majority of the outstanding voting securities of
the Fund, and (ii) by the vote of a majority of the Trustees of the Trust who
are not parties to this Agreement or interested persons thereof, cast in person
at a meeting called for the purpose of voting on such approval.
12. This Agreement may be terminated at any time, without
payment of any penalty, by the Board or by vote of a majority of the outstanding
voting securities of the Fund, upon sixty (60) days' written notice to FTAS and
FTCI, and by FTAS or FTCI upon sixty (60) days' written notice to the other
party.
13. This Agreement shall terminate automatically in the event of
any transfer or assignment thereof, as defined in the 1940 Act, and in the event
of any act or event that terminates the Investment Advisory Agreement between
FTAS and the Fund.
14. In compliance with the requirements of Rule 31a-3 under the
1940 Act, FTCI hereby agrees that all records which it maintains for the Fund
are the property of the Fund and further agrees to surrender promptly to the
Fund, or to any third party at the Fund's direction, any of such records upon
the Fund's request. FTCI further agrees to preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule
31a-1 under the 1940 Act.
15. This Agreement may not be materially amended, transferred,
assigned, sold or in any manner hypothecated or pledged without the affirmative
vote or written consent of the holders of a majority of the outstanding voting
securities of the Fund and may not be amended without the written consent of
FTAS and FTCI.
16. 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.
17. The terms "majority of the outstanding voting securities" of
the Fund and "interested persons" shall have the meanings as set forth in the
1940 Act.
18. This Agreement shall be interpreted in accordance with and
governed by the laws of the State of Florida of the United States of America.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers.
FRANKLIN ▇▇▇▇▇▇▇▇▇ ASSET STRATEGIES, LLC
By: _______________________
Title:
FIDUCIARY TRUST COMPANY INTERNATIONAL
By: ________________________
Title:
Franklin ▇▇▇▇▇▇▇▇▇ Non-U.S. Dynamic Core Equity Fund hereby acknowledges and
agrees to the provisions of paragraphs 9(a) and 10 of this Agreement.
Templeton Global Investment Trust, on behalf of
Franklin ▇▇▇▇▇▇▇▇▇ Non-U.S. Dynamic Core Equity Fund
By: __________________________
Title:
