FORM OF AMENDMENT TO INVESTMENT MANAGEMENT CONTRACT This Amendment dated as of January 1, 2001, is to the Investment Management Agreement made as of October 30, 1992 and subsequently amended and restated on February 25, 1994 (the "Agreement") by and...

                                     FORM OF
                                  AMENDMENT TO
                         INVESTMENT MANAGEMENT CONTRACT

     This Amendment dated as of January 1, 2001, is to the Investment Management
Agreement made as of October 30, 1992 and  subsequently  amended and restated on
February 25, 1994 (the "Agreement") by and between ▇▇▇▇▇▇▇▇▇ Investment Counsel,
Inc.,  a  U.S.  registered  investment  adviser  and  Florida  corporation  (the
"Manager") and Templeton Global Opportunities Trust (the "Trust"). Witnesseth:

     Whereas,  both  Manager and Trust wish to amend the  Investment  Management
Agreement;

     WHEREAS,  the Manager  merged into  ▇▇▇▇▇▇▇▇▇  INVESTMENT  COUNSEL,  LLC, a
Delaware limited liability company, a successor entity, on January 1, 2001;


     Now,  Therefore,  in consideration of the foregoing  premises,  the parties
hereto agree as follows:


     1.  Manager's  name is  henceforth  to be  known as  "▇▇▇▇▇▇▇▇▇  Investment
         Counsel, LLC."


     2. All  references  to the  Manager  being a "Florida  corporation"  in the
        Agreement are hereby changed to a "Delaware limited liability company."

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


                                        ▇▇▇▇▇▇▇▇▇ INVESTMENT COUNSEL, LLC


                                        By:____________________________________
                                            ▇▇▇▇ ▇. ▇▇▇▇▇
                                            President

                                        TEMPLETON GLOBAL OPPORTUNITIES TRUST


                                         By:___________________________________
                                             ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
                                             President