FORM OF
FUND ADMINISTRATION AGREEMENT BETWEEN
TEMPLETON INCOME TRUST
AND
FRANKLIN XXXXXXXXX SERVICES, LLC
AGREEMENT dated as of July 18, 2007, between Templeton Income
Trust (the "Investment Company"), an investment company registered under the
Investment Company Act of 1940 ("1940 Act"), on behalf of Xxxxxxxxx
International Bond Fund (the "Fund"), a separate series of the Investment
Company, and Franklin Xxxxxxxxx Services, LLC ("FTS" or "Administrator").
In consideration of the mutual promises herein made, the parties hereby
agree as follows:
(1) The Administrator agrees, during the life of this Agreement, to provide
the following services to the Fund:
(a) providing office space, telephone, office equipment and supplies
for the Fund;
(b) providing trading desk facilities for the Fund, unless these
facilities are provided by the Fund's investment adviser;
(c) authorizing expenditures and approving bills for payment on behalf
of the Fund;
(d) supervising preparation of periodic reports to shareholders,
notices of dividends, capital gains distributions and tax credits; and attending
to routine correspondence and other communications with individual shareholders
when asked to do so by the Fund's shareholder servicing agent or other agents of
the Fund;
(e) coordinating the daily pricing of the Fund's investment portfolio,
including collecting quotations from pricing services engaged by the Fund;
providing fund accounting services, including preparing and supervising
publication of daily net asset value quotations, periodic earnings reports and
other financial data; and coordinating trade settlements;
(f) monitoring relationships with organizations serving the Fund,
including custodians, transfer agents, public accounting firms, law firms,
printers and other third party service providers;
(g) supervising compliance by the Fund with recordkeeping requirements
under the federal securities laws, including the 1940 Act and the rules and
regulations thereunder, and under other applicable state and federal laws; and
maintaining books and records for the Fund (other than those maintained by the
custodian and transfer agent);
(h) preparing and filing of tax reports including the Fund's income
tax returns, and monitoring the Fund's compliance with subchapter M of the
Internal Revenue Code, as amended, and other applicable tax laws and
regulations;
(i) monitoring the Fund's compliance with: 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 objectives, policies and restrictions; and the Code of Ethics and
other policies adopted by the Investment Company's Board of Trustees ("Board")
or by the Fund's investment adviser and applicable to the Fund;
(j) providing executive, clerical and secretarial personnel needed to
carry out the above responsibilities;
(k) preparing and filing regulatory reports, including without
limitation Forms N-1A and N-SAR, proxy statements, information statements and
U.S. and foreign ownership reports; and
(l) providing support services incidental to carrying out these
duties.
Nothing in this Agreement shall obligate the Investment Company or any Fund
to pay any compensation to the officers of the Investment Company. Nothing in
this Agreement shall obligate FTS to pay for the services of third parties,
including attorneys, auditors, printers, pricing services or others, engaged
directly by the Fund to perform services on behalf of the Fund.
(2) The Investment Company agrees, during the life of this Agreement, to
pay to FTS as compensation for the foregoing a monthly fee equal on an annual
basis to 0.20% of the Fund's average daily net assets, payable at the end of
each calendar month.
From time to time, FTS may waive all or a portion of its fees provided for
hereunder and such waiver shall be treated as a reduction in the purchase price
of its services. FTS shall be contractually bound hereunder by the terms of any
publicly announced waiver of its fee, or any limitation of each affected Fund's
expenses, as if such waiver or limitation were fully set forth herein.
(3) This Agreement shall remain in full force and effect through for one
year after its execution and thereafter from year to year to the extent
continuance is approved annually by the Board of the Investment Company.
(4) This Agreement may be terminated by the Investment Company at any time
on sixty (60) days' written notice without payment of penalty, provided that
such termination by the Investment Company shall be directed or approved by the
vote of a majority of the Board of the Investment Company in office at the time
or by the vote of a majority of the outstanding voting securities of the
Investment Company (as defined by the 1940 Act); and shall automatically and
immediately terminate in the event of its assignment (as defined by the 1940
Act).
(5) In the absence of willful misfeasance, bad faith or gross negligence on
the part of FTS, or of reckless disregard of its duties and obligations
hereunder, FTS shall not be subject to liability for any act or omission in the
course of, or connected with, rendering services hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers.
FRANKLIN XXXXXXXXX SERVICES, LLC
By:
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Xxxxx X. Xxxxxxx
President
TEMPLETON INCOME TRUST
By:
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Xxxxx X. Xxxx
Vice President and Assistant Secretary
