EXHIBIT 10.2
[FORM]
SUBADVISORY
AGREEMENT
[NAME OF TRUST]
(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”).
W I T N E S S E T
H
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.
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(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.
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(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
