AMENDMENT TO

                                  AMENDMENT TO

                         INVESTMENT MANAGEMENT AGREEMENT

         This Amendment dated as of January 1, 2001, is to the Investment
Management Agreement made as of June 28, 1996 (the "Agreement") by and between
Xxxxxxxxx Investment Counsel, Inc., a U.S. registered investment adviser and
Florida corporation (the "Manager") and Templeton Global Investment Trust (the
"Trust") on behalf of Templeton Latin America Fund.

                                   WITNESSETH:

         WHEREAS, both the Manager and the Trust wish to amend the Agreement;

         WHEREAS, the Manager merged into XXXXXXXXX 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. The  Manager's name is henceforth to be known as "Xxxxxxxxx
             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.

                                            XXXXXXXXX INVESTMENT COUNSEL, LLC

                                            By:/s/XXXXXXX X. XXXXXXX
                                               -----------------------------
                                               Xxxxxxx X Xxxxxxx

                                            TEMPLETON GLOBAL INVESTMENT TRUST

                                            By:/s/XXXX X. XXX
                                               ------------------------------
                                               Xxxx X. Xxx