TEMPLETON GLOBAL INVESTMENT TRUST

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Franklin ▇▇▇▇▇▇▇▇▇ Distributors, Inc.

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Re:       Distribution Agreement

 

Gentlemen:

 

We are a Delaware statutory trust operating as an open-end management investment company.  As such, our company, Templeton Global Investment Trust (referred to herein as the "Company"), comprised of five series (Templeton Income Fund, Templeton BRIC Fund, ▇▇▇▇▇▇▇▇▇ Emerging Markets Small Cap Fund, Templeton Frontier Markets Fund and Templeton Asian Growth Fund) and any additional series that may be created in the future, is registered under the Investment Company Act of 1940, (the "1940 Act"), and its shares are registered under the Securities Act of 1933 (the "1933 Act").  We desire to begin issuing our authorized but unissued shares of common stock (the "Shares") to authorized persons in accordance with applicable Federal and State securities laws.  Shares will be made available for the Funds (referred to herein as a "Fund" or collectively as the "Funds") formed as a series of the Company.

 

You have informed us that your company is registered as a broker-dealer under the provisions of the Securities Exchange Act of 1934 and that your company is a member of the National Association of Securities Dealers, Inc.  You have indicated your desire to act as the exclusive selling agent and distributor for the Shares.  We have been authorized to execute and deliver this Agreement to you by a resolution of our Board of Trustees passed at a meeting at which a majority of our Trustees, including a majority who are not otherwise interested persons of the Company and who are not interested persons of our investment adviser, its related organizations or with you or your related organizations, were present and voted in favor of the said resolution approving this Agreement.

 

            1.         Appointment of Underwriter.  Upon the execution of this Agreement and in consideration of the agreements on your part herein expressed and upon the terms and conditions set forth herein, we hereby appoint you as the exclusive sales agent for our Shares (except for sales made directly by the Funds without sales charge) and agree that we will deliver such Shares as you may sell.  You agree to use your best efforts to promote the sale of Shares, but are not obligated to sell any specific number of Shares.

 

            2.         Independent Contractor.  You will undertake and discharge your obligations hereunder as an independent contractor and shall have no authority or power to obligate or bind us by your actions, conduct or contracts except that you are authorized to accept orders for the purchase or repurchase of Shares as our agent.  You may appoint sub-agents or distribute through dealers or otherwise as you may determine from time to time, but this Agreement shall not be construed as authorizing any dealer or other person to accept orders for sale or repurchase on our behalf or otherwise act as our agent for any purpose.  You may allow such sub-agents or dealers such commissions or discounts not exceeding the total sales commission as you shall deem advisable so long as any such commissions or discounts are set forth in our current prospectus to the extent required by the applicable Federal and State securities laws.

 

            3.         Offering Price.  The Shares of the Funds shall be offered for sale at a price equivalent to their respective net asset value (as specified in the Fund's prospectus).  On each business day on which the New York Stock Exchange is open for business, we will furnish you with the net asset value of the Shares which shall be determined in accordance with our then effective prospectus.  All Shares will be sold in the manner set forth in our then effective prospectus.

 

            4.         Terms and Conditions of Sales.  Shares of the Funds shall be offered for sale only in those jurisdictions where they have been properly registered or are exempt from registration, and only to those groups of people which the Board of Trustees may from time to time determine to be eligible to purchase such shares.

 

            5.         Payment of Shares.  At or prior to the time of delivery of any of our Shares you will pay or cause to be paid to our Custodian or its successor, for our account, an amount in cash equal to the net asset value of such Shares.  In the event that you pay for Shares sold by you prior to your receipt of payment from purchasers you are authorized to reimburse yourself for the net asset value of such Shares when received by you.

 

            6.         Purchases for Your Own Account.  You shall not purchase our Shares for your own account for purposes of resale to the public, but you may purchase Shares for your own investment account upon your written assurance that the purchase is for investment purposes and that the Shares will not be resold except through redemption by us.

 

            7.         Allocation of Expenses.  We will pay the expenses:

 

                        (a)        Of the preparation of the audited and certified financial statements of our company to be included in any Post-Effective Amendments ("Amendments") to our Registration Statement under the 1933 Act or 1940 Act, including the prospectus and statement of additional information included therein;

 

                        (b)        Of the preparation, including legal fees, and of printing all Amendments or supplements filed with the Securities and Exchange Commission, including the copies of the prospectuses included in the Amendments and the first 10 copies of the definitive prospectuses or supplements thereto, other than those necessitated by your (including your "Parent's") activities or Rules and Regulations related to your activities where such Amendments or supplements result in expenses which we would not otherwise have incurred; and

 

                        (c)        Of the preparation, printing and distribution of any reports or communications which we send to our existing shareholders.

 

                        (d)        Of filing and other fees to Federal and State securities regulatory authorities necessary to continue offering our Shares of any of the Funds as you may require in connection with your duties as underwriter.

 

You will pay the expenses:

 

                        (a)        Of printing the copies of the prospectuses and any supplements thereto and statement of additional information which are necessary to continue to offer our Shares;

 

                        (b)        Of the preparation, excluding legal fees, and printing of all Amendments and supplements to our prospectuses and statement of additional information if the Amendment or supplement arises from your (including your "Parent's") activities or Rules and Regulations related to your activities and those expenses would not otherwise have been incurred by us;

 

                        (c)        Of printing additional copies, for use by you as sales literature, of reports or other communications which we have prepared for distribution to our existing shareholders; and

 

                        (d)        Incurred by you in advertising, promoting and selling our Shares.

 

            8.         Furnishing of Information.  We will furnish to you such information with respect to the Funds and their Shares, in such form and signed by such of our officers as you may reasonably request, and we warrant that the statements therein contained when so signed will be true and correct.  We will also furnish you with such information and will take such action as you may reasonably request in order to qualify our Shares for sale to the public under the Blue Sky Laws of jurisdictions in which you may wish to offer them.  We will furnish you with annual audited financial statements of our books and accounts certified by independent public accountants, with semi-annual financial statements prepared by us, and, from time to time, with such additional information regarding our financial condition as you may reasonably request.

 

9.         Conduct of Business.  Other than our currently effective prospectus, you will not issue any sales material or statements except literature or advertising which conforms to the requirements of Federal and State securities laws and regulations and which have been filed, where necessary, with the appropriate regulatory authorities.  You will furnish us with copies of all such materials prior to their use and no such material shall be published if we shall reasonably and promptly object.

 

                        You shall comply with the applicable Federal and State laws and regulations where our Shares are offered for sale and conduct your affairs with us and with dealers, brokers or investors in accordance with the Rules of Fair Practice of the National Association of Securities Dealers, Inc. and in strict accordance with the applicable provisions of the Articles of Incorporation and By-Laws of the Fund.

 

                        In the absence of willful misfeasance, bad faith or gross negligence on your part, or of reckless disregard of your obligations hereunder, you shall not be subject to liability for any act or omission in the course of, or connected with, rendering services hereunder.

 

            10.       Other Activities.  Your services pursuant to this Agreement shall not be deemed to be exclusive, and you may render similar services and act as an underwriter, distributor or dealer for other investment companies in the offering of their shares.

 

            11.       Term of Agreement.  This Agreement shall become effective on the date of its execution, and shall remain in effect for a period of two (2) years.  The Agreement is renewable annually thereafter with respect to the Fund for successive periods not to exceed one year (i) by a vote of a majority of the outstanding voting securities of the Funds or by a vote of the Board of Trustees of the Company, and (ii) by a vote of a majority of the trustees of the Company who are not parties to the Agreement or interested persons of any parties to the Agreement (other than as Trustees of the Company), cast in person at a meeting called for the purpose of voting on the Agreement.

 

                        This Agreement may at any time be terminated by the Funds without the payment of any penalty, (i) either by vote of the Board of Trustees of the Company or by vote of a majority of the outstanding voting securities of the Funds, on 60 days' written notice to you; or (ii) by you on 60 days' written notice to the Fund; and shall immediately terminate with respect to the Fund in the event of its assignment.

 

            12.       Suspension of Sales.  We reserve the right at all times to suspend or limit the public offering of the Shares of the Funds upon two days' written notice to you.

 

13.              Miscellaneous.  This Agreement shall be subject to the laws of the State of California and shall be interpreted and construed to further promote the operation of the Company as an open-end investment company.  As used herein the terms "Net Asset Value", "Offering Price", "Investment Company", "Open-End Investment Company", "Assignment", "Principal Underwriter", "Interested Person", "Parents", "Affiliated Person", and "Majority of the Outstanding Voting Securities" shall have the meanings set forth in the 1933 Act or the 1940 Act and the Rules and Regulations thereunder.

 

If the foregoing meets with your approval, please acknowledge your acceptance by signing each of the enclosed copies, whereupon this will become a binding agreement as of the date set forth below.

 

Very truly yours,

 

TEMPLETON GLOBAL INVESTMENT TRUST

 

 

 

By:       /s/▇▇▇▇▇ ▇. ▇▇▇▇

            ▇▇▇▇▇ ▇. ▇▇▇▇

            Vice President and Assistant Secretary

 

 

ACCEPTED:

 

FRANKLIN ▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC.

 

 

By:       /s/▇▇▇▇▇ ▇. ▇▇▇▇▇

            ▇▇▇▇▇ ▇. ▇▇▇▇▇

            President

 

 

Dated as of May 18, 2010