ASSIGNMENT AND ASSUMPTION AGREEMENT
OF INVESTMENT MANAGEMENT CONTRACT
This Assignment and Assumption Agreement is made as of July
25, 2001 by and between Xxxxxxxxx Investment Counsel, LLC ("TICL"), a Delaware
limited liability company, and Franklin Advisers, Inc. ("FAI"), a California
corporation.
WHEREAS, FAI is a registered investment adviser pursuant to
the Investment Advisers Act of 1940, as amended;
WHEREAS, Templeton Global Bond Managers ("TGBM"), a division
of TICL, provided the management services on behalf of TICL to the Templeton
Income Trust (the "Trust") on behalf of its series of shares called Xxxxxxxxx
Global Bond Fund pursuant to the Investment Management Contract dated as of
October 30, 1992 and subsequently amended and restated as of April 1, 1993,
December 6, 1994 and May 15, 1996, and amended as of January 1, 2001, between
TICL and the Trust (the "Agreement");
WHEREAS, TGBM consolidated with and into FAI and, therefore,
FAI intends to assume TICL's obligations under the Agreement; and
WHEREAS, the consolidation of TGBM with and into FAI does not
result in a change of control or management, and thus does not constitute an
"assignment" of the Agreement under the Investment Company Act of 1940, as
amended.
NOW, THEREFORE, the parties hereto agree as follows:
1. The Agreement previously in effect between the
Trust and TICL is hereby assumed in its entirety by FAI, except that all
references to TICL shall be replaced with references to FAI.
2. FAI agrees to perform and be bound by all of the
terms of the Agreement and the obligations and duties of TICL thereunder.
3. The Agreement shall continue in full force and
effect as set forth therein for the remainder of its term.
IN WITNESS WHEREOF, the undersigned have executed this
Assignment and Assumption Agreement as of the date set forth above.
XXXXXXXXX INVESTMENT COUNSEL, LLC FRANKLIN ADVISERS, INC.
By:/s/XXXXXX X. XXXXXXXX By: /s/XXXXXX X. XXXXXXXX
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Xxxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxxx
Vice President and Assistant Secretary Executive Vice President
ACKNOWLEDGED:
TEMPLETON INCOME TRUST
By:/s/XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
Vice President and Secretary
