DISTRIBTION AGREEMENT
TEMPLETON GLOBAL INVESTMENT TRUST
000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000
Franklin Xxxxxxxxx Distributors, Inc.
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000-0000
Re: Distribution Agreement
Gentlemen:
We are a Delaware statutory trust operating as an open-end management investment
company. As such, our company, Templeton Global Investment Trust (referred to
herein as the "Company"), comprised of five series (Xxxxxxxxx International (Ex
EM) Fund, Franklin Xxxxxxxxx Non-U.S. Dynamic Core Equity Fund, Templeton Income
Fund, Templeton BRIC Fund and Xxxxxxxxx Emerging Markets Small Cap Fund) and any
additional series that may be created in the future, is registered under the
Investment Company Act of 1940, (the "1940 Act"), and its shares are registered
under the Securities Act of 1933 (the "1933 Act"). We desire to begin issuing
our authorized but unissued shares of common stock (the "Shares") to authorized
persons in accordance with applicable Federal and State securities laws. Shares
will be made available for the Funds (referred to herein as a "Fund" or
collectively as the "Funds") formed as a series of the Company.
You have informed us that your company is registered as a broker-dealer under
the provisions of the Securities Exchange Act of 1934 and that your company is a
member of the National Association of Securities Dealers, Inc. You have
indicated your desire to act as the exclusive selling agent and distributor for
the Shares. We have been authorized to execute and deliver this Agreement to you
by a resolution of our Board of Trustees passed at a meeting at which a majority
of our Trustees, including a majority who are not otherwise interested persons
of the Company and who are not interested persons of our investment adviser, its
related organizations or with you or your related organizations, were present
and voted in favor of the said resolution approving this Agreement.
1. APPOINTMENT OF UNDERWRITER. Upon the execution of this Agreement and in
consideration of the agreements on your part herein expressed and upon the terms
and conditions set forth herein, we hereby appoint you as the exclusive sales
agent for our Shares (except for sales made directly by the Funds without sales
charge) and agree that we will deliver such Shares as you may sell. You agree to
use your best efforts to promote the sale of Shares, but are not obligated to
sell any specific number of Shares.
2. INDEPENDENT CONTRACTOR. You will undertake and discharge your
obligations hereunder as an independent contractor and shall have no authority
or power to obligate or bind us by your actions, conduct or contracts except
that you are authorized to accept orders for the purchase or repurchase of
Shares as our agent. You may appoint sub-agents or distribute through dealers or
otherwise as you may determine from time to time, but this Agreement shall not
be construed as authorizing any dealer or other person to accept orders for sale
or repurchase on our behalf or otherwise act as our agent for any purpose. You
may allow such sub-agents or dealers such commissions or discounts not exceeding
the total sales commission as you shall deem advisable so long as any such
commissions or discounts are set forth in our current prospectus to the extent
required by the applicable Federal and State securities laws.
3. OFFERING PRICE. The Shares of the Funds shall be offered for sale at a
price equivalent to their respective net asset value (as specified in the Fund's
prospectus). On each business day on which the New York Stock Exchange is open
for business, we will furnish you with the net asset value of the Shares which
shall be determined in accordance with our then effective prospectus. All Shares
will be sold in the manner set forth in our then effective prospectus.
4. TERMS AND CONDITIONS OF SALES. Shares of the Funds shall be offered for
sale only in those jurisdictions where they have been properly registered or are
exempt from registration, and only to those groups of people which the Board of
Trustees may from time to time determine to be eligible to purchase such shares.
5. PAYMENT OF SHARES. At or prior to the time of delivery of any of our
Shares you will pay or cause to be paid to our Custodian or its successor, for
our account, an amount in cash equal to the net asset value of such Shares. In
the event that you pay for Shares sold by you prior to your receipt of payment
from purchasers you are authorized to reimburse yourself for the net asset value
of such Shares when received by you.
6. PURCHASES FOR YOUR OWN ACCOUNT. You shall not purchase our Shares for
your own account for purposes of resale to the public, but you may purchase
Shares for your own investment account upon your written assurance that the
purchase is for investment purposes and that the Shares will not be resold
except through redemption by us.
7. ALLOCATION OF EXPENSES. We will pay the expenses:
(a) Of the preparation of the audited and certified financial
statements of our company to be included in any Post-Effective
Amendments ("Amendments") to our Registration Statement under the
1933 Act or 1940 Act, including the prospectus and statement of
additonal information included therein;
(b) Of the preparation, including legal fees, and of printing all
Amendments or supplements filed with the Securities and Exchange
Commission, including the copies of the prospectuses included in
the Amendments and the first 10 copies of the definitive
prospectuses or supplements thereto, other than those
necessitated by your (including your "Parent's") activities or
Rules and Regulations related to your activities where such
Amendments or supplements result in expenses which we would not
otherwise have incurred; and
(c) Of the preparation, printing and distribution of any reports or
communications which we send to our existing shareholders.
(d) Of filing and other fees to Federal and State securities
regulatory authorities necessary to continue offering our Shares
of any of the Funds as you may require in connection with your
duties as underwriter.
You will pay the expenses:
(a) Of printing the copies of the prospectuses and any supplements
thereto and statement of additional information which are
necessary to continue to offer our Shares;
(b) Of the preparation, excluding legal fees, and printing of all
Amendments and supplements to our prospectuses and statement of
additional information if the Amendment or supplement arises from
your (including your "Parent's") activities or Rules and
Regulations related to your activities and those expenses would
not otherwise have been incurred by us;
(c) Of printing additional copies, for use by you as sales literature,
of reports or other communications which we have prepared for
distribution to our existing shareholders; and
(d) Incurred by you in advertising, promoting and selling our Shares.
8. FURNISHING OF INFORMATION. We will furnish to you such information with
respect to the Funds and their Shares, in such form and signed by such of our
officers as you may reasonably request, and we warrant that the statements
therein contained when so signed will be true and correct. We will also furnish
you with such information and will take such action as you may reasonably
request in order to qualify our Shares for sale to the public under the Blue Sky
Laws of jurisdictions in which you may wish to offer them. We will furnish you
with annual audited financial statements of our books and accounts certified by
independent public accountants, with semi-annual financial statements prepared
by us, and, from time to time, with such additional information regarding our
financial condition as you may reasonably request.
9. CONDUCT OF BUSINESS. Other than our currently effective prospectus, you
will not issue any sales material or statements except literature or advertising
which conforms to the requirements of Federal and State securities laws and
regulations and which have been filed, where necessary, with the appropriate
regulatory authorities. You will furnish us with copies of all such materials
prior to their use and no such material shall be published if we shall
reasonably and promptly object.
You shall comply with the applicable Federal and State laws and regulations
where our Shares are offered for sale and conduct your affairs with us and with
dealers, brokers or investors in accordance with the Rules of Fair Practice of
the National Association of Securities Dealers, Inc. and in strict accordance
with the applicable provisions of the Articles of Incorporation and By-Laws of
the Fund.
In the absence of willful misfeasance, bad faith or gross negligence on
your part, or of reckless disregard of your obligations hereunder, you shall not
be subject to liability for any act or omission in the course of, or connected
with, rendering services hereunder.
10. OTHER ACTIVITIES. Your services pursuant to this Agreement shall not be
deemed to be exclusive, and you may render similar services and act as an
underwriter, distributor or dealer for other investment companies in the
offering of their shares.
11. TERM OF AGREEMENT. This Agreement shall become effective on the date of
its execution, and shall remain in effect for a period of two (2) years. The
Agreement is renewable annually thereafter with respect to the Fund for
successive periods not to exceed one year (i) by a vote of a majority of the
outstanding voting securities of the Funds or by a vote of the Board of Trustees
of the Company, and (ii) by a vote of a majority of the trustees of the Company
who are not parties to the Agreement or interested persons of any parties to the
Agreement (other than as Trustees of the Company), cast in person at a meeting
called for the purpose of voting on the Agreement.
This Agreement may at any time be terminated by the Funds without the
payment of any penalty, (i) either by vote of the Board of Trustees of the
Company or by vote of a majority of the outstanding voting securities of the
Funds, on 60 days' written notice to you; or (ii) by you on 60 days' written
notice to the Fund; and shall immediately terminate with respect to the Fund in
the event of its assignment.
12. SUSPENSION OF SALES. We reserve the right at all times to suspend or
limit the public offering of the Shares of the Funds upon two days' written
notice to you.
13. MISCELLANEOUS. This Agreement shall be subject to the laws of the State
of California and shall be interpreted and construed to further promote the
operation of the Company as an open-end investment company. As used herein the
terms "Net Asset Value", "Offering Price", "Investment Company", "Open-End
Investment Company", "Assignment", "Principal Underwriter", "Interested Person",
"Parents", "Affiliated Person", and "Majority of the Outstanding Voting
Securities" shall have the meanings set forth in the 1933 Act or the 1940 Act
and the Rules and Regulations thereunder.
If the foregoing meets with your approval, please acknowledge your acceptance by
signing each of the enclosed copies, whereupon this will become a binding
agreement as of the date set forth below.
Very truly yours,
TEMPLETON GLOBAL INVESTMENT TRUST
By:/s/XXXXX X. XXXX
-----------------------------------------
Xxxxx X. Xxxx
Vice President and Assistant Secretary
ACCEPTED:
FRANKLIN XXXXXXXXX DISTRIBUTORS, INC.
By:/s/XXXXX X. XXXXX
-----------------------------------------
Xxxxx X. Xxxxx
President
Date as of July 19, 2006:
