INTERPRETIVE ADDENDUM
To
Investment Advisory Agreement
Dated July 1, 2001
This Addendum sets forth the interpretation of the provisions of the
Investment Advisory Agreement, dated as of July 1, 2001 (the "Agreement"), by
and between Franklin Xxxxxxxxx International Trust, a Delaware statutory trust
(the "Trust"), on behalf of Templeton Global Long-Short Fund (the "Fund"), a
series of the Trust and Franklin Advisers, Inc., a California corporation (the
"Adviser"), for purposes of the calculation methodology of the investment
advisory fee. Capitalized terms used herein and not otherwise defined herein
shall have the respective meanings ascribed to such terms in the Agreement.
This Addendum is made for purposes of clarifying the meaning of the
following terms and conditions in Section 4 of the Agreement:
1. In the first paragraph of Section 4.A., during any period when a Fee
Adjustment is made, the "Fund's daily average net assets" to which
the Base Fee applies shall be the "Fund's daily average net assets"
during the month that ends on the last day of the Performance Period.
2. In the first paragraph of Section 4.A., in clarification of the use of
the word "therefore" at the beginning of the fifth sentence, for
purposes of calculating the "maximum annual fee" and the "minimum
annual fee," the provision that the "maximum annual fee payable to
the Adviser will be 2.50% of average daily net assets and the
minimum annual fee will be 0.50% of average daily net assets" shall
mean the "maximum annual fee payable to the Adviser will be 2.50%
of average daily net assets over each fiscal year of the Fund and
the minimum annual fee will be 0.50% of average daily net assets
over each fiscal year of the Fund." Measurement of the minimum and
maximum annual management fee shall be performed at least monthly,
calculated by annualizing the ratio of the total management fee
(base fee plus performance adjustment) to average daily net assets
for the fiscal year to date as of the last calculated net asset
value. Any required adjustment shall be recorded to the Fund no
later than the next calculated net asset value.
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to the
Agreement to be executed and effective as of the 19th day of January 2005.
FRANKLIN XXXXXXXXX INTERNATIONAL TRUST, on behalf of
TEMPLETON GLOBAL LONG-SHORT FUND
By /S/XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
Title: Vice President & Secretary
FRANKLIN ADVISERS, INC.
By /S/XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx
Title: President
