INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made as of the 18th day of July, 2007, between TEMPLETON INCOME
TRUST (hereinafter referred to as the "Trust"), on behalf of ▇▇▇▇▇▇▇▇▇
International Bond Fund (the "Fund"), and Franklin Advisers, Inc. (hereinafter
referred to as the "Manager").
In consideration of the mutual agreements herein made, the Trust, on behalf
of the Fund, and the Manager understand and agree as follows:
(1) The Manager agrees, during the life of this Agreement, to manage the
investment and reinvestment of the Fund's assets consistent with the provisions
of the Trust Instrument of the Trust and the investment policies adopted and
declared by the Trust's Board of Trustees. In pursuance of the foregoing, the
Manager shall make all determinations with respect to the investment of the
Fund's assets and the purchase and sale of its investment securities, and shall
take such steps as may be necessary to implement those determinations. Such
determinations and services shall include determining the manner in which any
voting rights, rights to consent to corporate action and any other rights
pertaining to the Fund's investment securities shall be exercised, subject to
guidelines adopted by the Board of Trustees. It is understood that all acts of
the Manager in performing this Agreement are performed by it outside the United
States.
(2) The Manager is not required to furnish any personnel, overhead items or
facilities for the Fund, including trading desk facilities or daily pricing of
the Fund's portfolio.
(3) The Manager shall be responsible for selecting members of securities
exchanges, brokers and dealers (such members, brokers and dealers being
hereinafter referred to as "brokers") for the execution of the Fund's portfolio
transactions consistent with the Trust's brokerage policies and, when
applicable, the negotiation of commissions in connection therewith.
All decisions and placements shall be made in accordance with the following
principles:
A. Purchase and sale orders will usually be placed with brokers which are
selected by the Manager as able to achieve "best execution" of such orders.
"Best execution" shall mean prompt and reliable execution at the most favorable
security price, taking into account the other provisions hereinafter set forth.
The determination of what may constitute best execution and price in the
execution of a securities transaction by a broker involves a number of
considerations, including, without limitation, the overall direct net economic
result to the Fund (involving both price paid or received and any commissions
and other costs paid), the efficiency with which the transaction is effected,
the ability to effect the transaction at all where a large block is involved,
availability of the broker to stand ready to execute possibly difficult
transactions in the future, and the financial strength and stability of the
broker. Such considerations are judgmental and are weighed by the Manager in
determining the overall reasonableness of brokerage commissions.
B. In selecting brokers for portfolio transactions, the Manager shall take
into account its past experience as to brokers qualified to achieve "best
execution," including brokers who specialize in any foreign securities held by
the Fund.
C. The Manager is authorized to allocate brokerage business to brokers who
have provided brokerage and research services, as such services are defined in
Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), for the
Fund and/or other accounts, if any, for which the Manager exercises investment
discretion (as defined in Section 3(a)(35) of the ▇▇▇▇ ▇▇▇) and, as to
transactions for which fixed minimum commission rates are not applicable, to
cause the Fund to pay a commission for effecting a securities transaction in
excess of the amount another broker would have charged for effecting that
transaction, if the Manager determines in good faith that such amount of
commission is reasonable in relation to the value of the brokerage and research
services provided by such broker, viewed in terms of either that particular
transaction or the Manager's overall responsibilities with respect to the Fund
and the other accounts, if any, as to which it exercises investment discretion.
In reaching such determination, the Manager will not be required to place or
attempt to place a specific dollar value on the research or execution services
of a broker or on the portion of any commission reflecting either of said
services. In demonstrating that such determinations were made in good faith, the
Manager shall be prepared to show that all commissions were allocated and paid
for purposes contemplated by the Trust's brokerage policy; that the research
services provide lawful and appropriate assistance to the Manager in the
performance of its investment decision-making responsibilities; and that the
commissions paid were within a reasonable range. Whether commissions were within
a reasonable range shall be based on any available information as to the level
of commission known to be charged by other brokers on comparable transactions,
but there shall be taken into account the Trust's policies that (i) obtaining a
low commission is deemed secondary to obtaining a favorable securities price,
since it is recognized that usually it is more beneficial to the Fund to obtain
a favorable price than to pay the lowest commission; and (ii) the quality,
comprehensiveness and frequency of research studies that are provided for the
Manager are useful to the Manager in performing its advisory services under this
Agreement. Research services provided by brokers to the Manager are considered
to be in addition to, and not in lieu of, services required to be performed by
the Manager under this Agreement. Research furnished by brokers through which
the Fund effects securities transactions may be used by the Manager for any of
its accounts, and not all research may be used by the Manager for the Fund. When
execution of portfolio transactions is allocated to brokers trading on exchanges
with fixed brokerage commission rates, account may be taken of various services
provided by the broker.
D. Purchases and sales of portfolio securities within the United States
other than on a securities exchange shall be executed with primary market makers
acting as principal, except where, in the judgment of the Manager, better prices
and execution may be obtained on a commission basis or from other sources.
(4) The Fund agrees to pay to the Manager a monthly fee in dollars at an
annual rate of 0.50% of the first $200,000,000 of the daily net assets of the
Fund during the month preceding each payment, reduced as follows: on such net
assets in excess of $200,000,000 up to and including $1.3 billion, a monthly fee
equal on an annual basis to 0.45%; on such net assets in excess of $1.3 billion,
a monthly fee equal on an annual basis to 0.40%, payable at the end of each
calendar month. The Manager 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 Manager 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.
Notwithstanding the foregoing, if the total expenses of the Fund (including
the fee to the Manager) in any fiscal year of the Trust exceed any expense
limitation imposed by applicable State law, the Manager shall reimburse the Fund
for such excess in the manner and to the extent required by applicable State
law. The term "total expenses," as used in this paragraph, does not include
interest, taxes, litigation expenses, distribution expenses, brokerage
commissions or other costs of acquiring or disposing of any of the Fund's
portfolio securities or any costs or expenses incurred or arising other than in
the ordinary and necessary course of the Fund's business. When the accrued
amount of such expenses exceeds this limit, the monthly payment of the Manager's
fee will be reduced by the amount of such excess, subject to adjustment month by
month during the balance of the Trust's fiscal year if accrued expenses
thereafter fall below the limit.
(5) This Agreement shall be effective as of the date first written above
and shall continue in effect until May 31, 2009. If not sooner terminated, this
Agreement shall continue in effect for successive periods of 12 months each
thereafter, provided that each such continuance shall be specifically approved
annually by the vote of a majority of the Trust's Board of Trustees who are not
parties to this Agreement or "interested persons" (as defined in the Investment
Company Act of 1940 (the "1940 Act")) of any such party, cast in person at a
meeting called for the purpose of voting on such approval and either the vote of
(a) a majority of the outstanding voting securities of the Fund, as defined in
the 1940 Act, or (b) a majority of the Trust's Board of Trustees as a whole.
(6) Notwithstanding the foregoing, this Agreement may be terminated by
either party at any time, without the payment of any penalty, on sixty (60)
days' written notice to the other party, provided that termination by the Trust
is approved by vote of a majority of the Trust's Board of Trustees in office at
the time or by vote of a majority of the outstanding voting securities of the
Fund (as defined by the 1940 Act).
(7) This Agreement will terminate automatically and immediately in the
event of its assignment (as defined in the 1940 Act).
(8) In the event this Agreement is terminated and the Manager no longer
acts as Manager to the Fund, the Manager reserves the right to withdraw from the
Fund the use of the name "Templeton" or any name misleadingly implying a
continuing relationship between the Fund and the Manager or any of its
affiliates.
(9) Except as may otherwise be provided by the 1940 Act, neither the
Manager nor its officers, directors, employees or agents shall be subject to any
liability for any error of judgment, mistake of law, or any loss arising out of
any investment or other act or omission in the performance by the Manager of its
duties under the Agreement or for any loss or damage resulting from the
imposition by any government of exchange control restrictions which might affect
the liquidity of the Fund's assets, or from acts or omissions of custodians, or
securities depositories, or from any war or political act of any foreign
government to which such assets might be exposed, or for failure, on the part of
the custodian or otherwise, timely to collect payments, except for any
liability, loss or damage resulting from willful misfeasance, bad faith or gross
negligence on the Manager's part or by reason of reckless disregard of the
Manager's duties under this Agreement. It is hereby understood and acknowledged
by the Trust that the value of the investments made for the Fund may increase as
well as decrease and are not guaranteed by the Manager. It is further understood
and acknowledged by the Trust that investment decisions made on behalf of the
Fund by the Manager are subject to a variety of factors that may affect the
values and income generated by the Fund's portfolio securities, including
general economic conditions, market factors and currency exchange rates, and
that investment decisions made by the Manager will not always be profitable or
prove to have been correct.
(10) It is understood that the services of the Manager are not deemed to be
exclusive, and nothing in this Agreement shall prevent the Manager, or any
affiliate thereof, from providing similar services to other investment companies
and other clients, including clients that may invest in the same types of
securities as the Fund, or, in providing such services, from using information
furnished by others. When the Manager determines to buy or sell the same
security for the Fund that the Manager or one or more of its affiliates has
selected for clients of the Manager or its affiliates, the orders for all such
security transactions shall be placed for execution by methods determined by the
Manager, with approval by the Trust's Board of Trustees, to be impartial and
fair.
(11) Pursuant to Section 6.2 of the Code of Conduct for Persons Registered
with the Securities and Futures Commission (the "SFC"), the following
information is included in this Agreement:
UNDERTAKINGS. Each party undertakes to notify the other party in the event
of any material change to the information provided in this Agreement.
CERTAIN INFORMATION ABOUT THE MANAGER.
(i) The Manager's full name and address is:
Franklin Advisers, Inc.
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(ii) The Manager's registration status with the SFC is active.
CERTAIN INFORMATION ABOUT THE TRUST. The Trust's full name and verified
address is:
Templeton Income Trust
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(12) This Agreement shall be construed in accordance with the laws of the
State of Delaware, provided that nothing herein shall be construed as being
inconsistent with applicable Federal and State securities laws and any rules,
regulations and orders thereunder.
(13) 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 and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
(14) Nothing herein shall be construed as constituting the Manager an agent
of the Trust.
(15) It is understood and expressly stipulated that neither the holders of
shares of the Fund, nor any Trustee, officer, agent or employee of the Trust
shall be personally liable hereunder, nor shall any resort be had to other
private property for the satisfaction of any claim or obligation hereunder, but
the Trust only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers as of the date first written
above.
TEMPLETON INCOME TRUST
By:/s/▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President and
Assistant Secretary
FRANKLIN ADVISERS, INC.
By:/s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, PH.D.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Ph.D.
Title: Senior Vice President