AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT

AMENDMENT TO
INVESTMENT MANAGEMENT AGREEMENT

This Amendment, dated as of May 13, 2020, is to each Investment Management Agreement, as amended and/or restated to date (each, an “Agreement”), by and between each Investment Manager identified on Schedule A, each a registered investment adviser (the “Investment Manager”), and each registered investment company (each, an “Investment Company”), on behalf of itself and, as applicable, its separate series (each, a “Series”) identified opposite the Investment Manager’s name on Schedule A.

WITNESSETH:

WHEREAS, each Investment Manager and each Investment Company, on behalf of itself and, as applicable, each Series, wish to amend the applicable Agreement as provided herein; and

WHEREAS, the Board of Trustees/Directors of each Investment Company, including a majority of Trustees/Directors who are not interested persons (as defined in the Investment Company Act of 1940, as amended) of each Investment Company, approved the following amendment at a meeting on May 13, 2020.

NOW, THEREFORE, in consideration of the foregoing premises, the parties hereto agree that each Agreement is amended to include a new appropriately numbered paragraph/section, as applicable, at the end of the Agreement as follows:

Where the effect of a requirement of the 1940 Act reflected in any provision of the Agreement is revised by rule, interpretation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, interpretation or order.

[Signature page follows.]

4391243v.2

IN WITNESS WHEREOF, this Amendment has been executed on behalf of each party as of the date set forth above.

Each Investment Manager listed on Schedule A

FRANKLIN ADVISERS, INC.

By: /s/ Xxxxxx X. Xxxxx                                  
Name: Xxxxxx X. Xxxxx
Title:    President

FRANKLIN XXXXXXXXX INVESTMENTS CORP.

By: /s/ Xxxxx Xxxxx                                  
Name: Xxxxx Xxxxx
Title:    Chairman, President & CEO

XXXXXXXXX ASSET MANAGEMENT LTD.

By: /s/ Xxxxxx Xxxxx Xxxxxx                                  
Name: Xxxxxx Xxxxx Xxxxxx
Title:    Co-Chief Executive Officer

XXXXXXXXX GLOBAL ADVISORS LIMITED

By: /s/Xxxx Xxxxxxxx 
Name: Xxxx Xxxxxxxx
Title:    President         

XXXXXXXXX INVESTMENT COUNSEL, LLC

By: /s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title:    President         

Each Investment Company and, as applicable, each Series listed on Schedule A

By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx
Title:    Vice President and Secretary

2

4391243v.2

Schedule A

Investment Company and Series	Investment Manager
Templeton China World Fund	Xxxxxxxxx Asset Management Ltd.
Xxxxxxxxx Developing Markets Trust	Xxxxxxxxx Asset Management Ltd.
Templeton Dragon Fund, Inc.	Xxxxxxxxx Asset Management Ltd.
Xxxxxxxxx Emerging Markets Fund	Xxxxxxxxx Asset Management Ltd.
Xxxxxxxxx Emerging Markets Income Fund	Franklin Advisers, Inc.
Xxxxxxxxx Funds
Templeton Foreign Fund	Xxxxxxxxx Global Advisors Limited
Xxxxxxxxx International Climate Change Fund	Franklin Xxxxxxxxx Investments Corp.
Templeton World Fund	Xxxxxxxxx Global Advisors Limited
Templeton Global Income Fund	Franklin Advisers, Inc.
Templeton Global Investment Trust
Franklin Xxxxxxxxx SMACS: Series XX	Xxxxxxxxx Asset Management Ltd.
Xxxxxxxxx Emerging Markets Small Cap Fund	Xxxxxxxxx Asset Management Ltd.
Templeton Global Balanced Fund	Xxxxxxxxx Global Advisors Limited
Templeton Global Smaller Companies Fund	Xxxxxxxxx Investment Counsel, LLC
Templeton Growth Fund, Inc.	Xxxxxxxxx Global Advisors Limited
Templeton Income Trust
Xxxxxxxxx Emerging Markets Bond Fund	Franklin Advisers, Inc.
Templeton Global Bond Fund	Franklin Advisers, Inc.
Templeton Global Total Return Fund	Franklin Advisers, Inc.
Xxxxxxxxx International Bond Fund	Franklin Advisers, Inc.
Templeton Institutional Funds
Foreign Smaller Companies Series	Xxxxxxxxx Investment Counsel, LLC
International Equity Series	Xxxxxxxxx Investment Counsel, LLC