dated as of June 1, 2014, is between Franklin Advisers, Inc. (the “Investment
Manager”), and Franklin Xxxxxxxxx Services, LLC (“Administrator”).
In consideration of
the mutual agreements herein made, the parties hereby agree as follows:
Section 1. Prime
Contract. This Subcontract is made in order to assist the Investment
Manager in fulfilling certain of the Investment Manager’s obligations under the
investment management agreement (“IM Agreement”) between the Investment Manager
and Templeton Income Trust (the “Trust”), on behalf of its series, Xxxxxxxxx
Global Bond Fund (the “Fund”).
Section 2. Appointment. The
Investment Manager hereby appoints the Administrator to provide or procure, as
applicable, for the Fund the administrative and other services described in
Section 3 of this Subcontract for the period and on the terms set forth in this
Subcontract, as may be supplemented from time to time. The Administrator
accepts such appointment and agrees during such period to render or procure, as
applicable, the services herein set forth for the compensation provided in
Section 6 below.
Section 3. Services.
The Administrator agrees, during the term of this Subcontract, to provide or
procure, as applicable, at its own expense (unless otherwise agreed to by the
parties), the following services to the Fund to the extent that any such
services are not otherwise provided by the Investment Manager (including any
subadviser) or any other service provider to the Fund:
(a) providing office space, telephone, office equipment and
supplies for the Fund necessary or appropriate for the effective administration
of the Fund as contemplated in this Subcontract;
(b) providing trading desk facilities for the Fund, unless these
facilities are provided by the Investment Manager or
any subadviser to the Fund;
(c) authorizing expenditures and approving bills for payment on
behalf of the Fund;
(d) supervising preparation of periodic reports to Fund shareholders,
notices of dividends, capital gains distributions and tax credits; and
attending to routine correspondence and other communications with individual
Fund shareholders when asked to do so by the Fund’s shareholder servicing agent
or other agents of the Fund;
(e) coordinating and supervising the daily pricing and valuation
of the Fund’s investment portfolio, including collecting quotations from
pricing services engaged by the Fund, in accordance with the policies and
procedures adopted from time to time by the Fund;
(f) providing fund accounting services,
including preparing and supervising publication of daily net asset value
quotations and other financial data;
(g) monitoring and coordinating, where appropriate, relationships
with organizations serving the Fund, including custodians, public accounting
firms, law firms, printers, pricing services and other unaffiliated service
(h) supervising the Fund’s compliance with recordkeeping
requirements under the federal securities laws, including the Investment
Company Act of 1940, as amended (“1940 Act”), and the rules and regulations
thereunder, supervising compliance with recordkeeping requirements imposed by
state or foreign laws or regulations, and maintaining books and records for the
(i) preparing and filing of domestic and foreign
tax reports, including the Fund’s income tax returns, and monitoring the Fund’s
compliance with subchapter M of the Internal Revenue Code, and all other
applicable tax laws and regulations;
(j) establishing, maintaining and monitoring the Fund’s
compliance program with respect to: the 1940 Act and other federal securities
laws, and rules and regulations thereunder; state and foreign laws and
regulations applicable to the operation of investment companies; the Fund’s
investment goals, policies and restrictions; and the Code of Ethics and other
policies adopted by the Trust’s Board of Trustees (“Board”) or by the
Investment Manager or any subadviser to the Fund and applicable to the Fund;
(k) preparing regulatory reports, including without limitation,
N-SARs, N‑CSRs, N-PXs, N-Qs, proxy statements, information statements,
and U.S. and foreign ownership reports;
(l) preparing and arranging for the filing of such registration
statements and other documents with the U.S. Securities and Exchange Commission
and other federal, state and foreign or other regulatory authorities as may be
required to (i) register or otherwise qualify the shares of the Fund for sale
and maintain any such registration or qualification; (ii) amend or otherwise
update the Fund’s disclosures as required by applicable Federal securities laws
and the rules and regulations of any applicable regulatory agency or stock
exchange; (iii) qualify the Fund to do business; and (iv) maintain the Fund’s corporate
existence, and as otherwise required by applicable law;
(m) maintaining a review and certification program and internal
controls and procedures in accordance with the relevant provisions of the
Sarbanes Oxley Act of 2002 as applicable to registered investment companies;
(n) providing executive, clerical, secretarial and other personnel
needed to carry out the above responsibilities.
this Subcontract shall obligate the Administrator to pay for the services of
third parties, including attorneys, auditors, printers, pricing services or
others, engaged directly by the Trust to perform services on behalf of the
Section 4. Delegation
of Services. The Administrator may, at its expense, delegate to one or
more entities some or all of the services for the Fund for which the
Administrator is responsible under this Subcontract. The Administrator will be
responsible for the compensation, if any, of any such entities for such
services to the Fund, unless otherwise agreed to by the parties or with the
Fund. Notwithstanding any delegation pursuant to this paragraph, the
Administrator will continue to have responsibility and liability for all such
services provided to the Fund under this Subcontract.
5. Performance of Services in Accordance with Regulatory
Requirements; Furnishing of Books and Records. In performing the services
set forth in Section 3 of this Subcontract, the Administrator:
conform with the 1940 Act and all rules and regulations thereunder, with all other
applicable federal, state and foreign laws and regulations, with any applicable
procedures adopted by the Fund’s Board, and with the provisions of the Fund’s
Registration Statement filed on Form N-1A as supplemented or amended from time
make available to the Fund, promptly upon request, any of the Fund’s books and
records as are maintained under this Subcontract, and will furnish to
regulatory authorities having the requisite authority any such books and
records and any information or reports in connection with the Administrator’s
services under this Subcontract that may be requested in order to ascertain
whether the operations of the Trust are being conducted in a manner consistent
with applicable laws and regulations.
6. Fees. The Investment Manager agrees to pay to the
Administrator as compensation for such services a monthly fee equal on an
annual basis to:
0.150% of the Fund's average daily net
assets up to and including $200 million;
0.135% of average daily net assets over
$200 million, up to and including $700 million;
0.100% of average daily net assets over
$700 million, up to and including $1.2 billion; and
0.075% of average daily net assets over
From time to time, the
Administrator may waive all or a portion of its fees provided for hereunder.
The Administrator shall be contractually bound hereunder by the terms of any
publicly announced waiver of its fee, or any limitation of the Fund’s expenses,
as if such waiver or limitation were fully set forth herein.
Section 7. Term. Unless
otherwise terminated, this Subcontract shall remain in full force and effect
for the Fund so long as the IM Agreement for the Fund remains in effect.
Section 8. Termination. This
Subcontract will terminate as to the Fund immediately upon the termination of
the IM Agreement applicable to the Fund and, in addition, may be terminated by either party at any time on sixty (60) days’
written notice without payment of penalty.
Section 9. Standard
of Care. In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Administrator, or of reckless disregard of its
duties and obligations hereunder, the Administrator shall not be subject to any
liability for any act or omission in the course of, or connected with,
rendering services hereunder.
Section 10. Severability.
If any provision of this Subcontract shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Subcontract shall
not be affected thereby.
Section 11. Governing
Law. This Subcontract 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 Subcontract to be duly executed by their
duly authorized officers.
FRANKLIN ADVISERS, INC.
By: /s/ XXXXXXXXXXX X.
Title: Executive Vice President
FRANKLIN XXXXXXXXX SERVICES,
By: /s/ XXXX XXXXX