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Subadvisory Agreement

Consulting Services Agreement

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Governing Law: California     Date: 11/24/2009
Industry: Investment Services     Sector: Financial

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(on behalf of the Name of Fund)

THIS SUBADVISORY AGREEMENT made as of the                      by and between FRANKLIN ADVISERS, INC., a corporation organized and existing under the laws of the State of California (hereinafter called “FAV”), and TEMPLETON INVESTMENT COUNSEL, LLC, a Delaware limited liability company (hereinafter called “TIC, LLC”).


WHEREAS, FAV and TIC, LLC are each registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engaged in the business of supplying investment advice, and investment management services, as an independent contractor; and

WHEREAS, FAV has been retained to render investment advisory services to [NAME OF FUND] (the “Fund”), a series of [NAME OF 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, as amended (the “1940 Act”); and

WHEREAS, FAV desires to retain TIC, LLC to render investment advisory, research and related services to the Fund pursuant to the terms and provisions of this Agreement, and TIC, LLC 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. FAV hereby retains TIC, LLC and TIC, LLC 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 FAV, TIC, LLC will provide a continuous investment program for the Fund, 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 FAV determine, on no less frequently than an annual basis, to grant the necessary delegated authority to TIC, LLC, and subject to paragraph (b) below, TIC, LLC will 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 except that orders regarding U.S. domiciled securities and money market instruments may also be placed on behalf of the Fund by FAV.



(b) In performing these services, TIC, LLC 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 FAV 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 FAV or the Board, and subject to the provisions of this Agreement and to any guidelines or limitations specified from time to time by FAV or by the Board, TIC, LLC shall report daily all transactions effected by TIC, LLC on behalf of the Fund to FAV and to other entities as reasonably directed by FAV or the Board.

(d) TIC, LLC 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. TIC, LLC 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, TIC, LLC shall comply with all reasonable instructions of the Fund or FAV 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 TIC, LLC.

2. In performing the services described above, TIC, LLC 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, TIC, LLC 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, TIC, LLC 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) TIC, LLC shall, unless otherwise expressly provided and authorized, have no authority to act for or represent FAV or the Fund in any way, or in any way be deemed an agent for FAV or the Fund.



(b) It is understood that the services provided by TIC, LLC are not to be deemed exclusive. FAV acknowledges that TIC, LLC 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. FAV agrees that TIC, LLC 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. TIC, LLC agrees to use its best efforts in performing the services to be provided by it pursuant to this Agreement.

5. FAV has furnished or will furnish to TIC, LLC as soon as available copies properly certified or authenticated of each of the following documents:

(a) the Trust’s Declaration of Trust, as filed with the Secretary of State of the state of Delaware on                      , 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 TIC, LLC 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

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