SUBADVISORY AGREEMENT
FRANKLIN XXXXXXXXX INTERNATIONAL TRUST
on behalf of
FRANKLIN INDIA GROWTH FUND
THIS SUBADVISORY AGREEMENT made as of the January 31, 2008 by and between
FRANKLIN ADVISERS, INC., a corporation organized and existing under the laws of
the State of California (hereinafter called "FAV"), and FRANKLIN XXXXXXXXX ASSET
MANAGEMENT (INDIA) PRIVATE LIMITED, a private company incorporated in Mumbai,
India (hereinafter called "FT India").
W I T N E S S E T H
WHEREAS, FAV and FT India are each registered as an investment adviser
under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), and
engaged in the business of supplying investment advice and investment management
services, as an independent contractor; and
WHEREAS, FAV has been retained to render investment advisory services to
Franklin India Growth Fund (the "Fund"), a series of Franklin Xxxxxxxxx
International Trust (the "Trust"), an investment management company registered
with the U.S. Securities and Exchange Commission (the "SEC") pursuant to the
Investment Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, FAV desires to retain FT India to render investment advisory,
research and related services to the Fund pursuant to the terms and provisions
of this Agreement, and FT India is interested in furnishing said services.
NOW, THEREFORE, in consideration of the covenants and the mutual promises
hereinafter set forth, the parties hereto, intending to be legally bound hereby,
mutually agree as follows:
1. FAV hereby retains FT India and FT India hereby accepts such
engagement, to furnish certain investment advisory services with respect to the
assets of the Fund, as more fully set forth herein.
(a) Subject to the overall policies, control, direction and review of
the Trust's Board of Trustees (the "Board") and to the instructions and
supervision of FAV, FT India will provide investment research, advice and
recommendations to FAV, on a non-discretionary basis, with respect to securities
and investments of issuers located in or operating within India and the
surrounding countries and such other investments as may be consistent with the
Fund's investment strategies as set forth in the Fund's Prospectus and Statement
of Additional Information, as amended from time to time. Unless and until the
Board and FAV determine to grant otherwise the delegated authority to FT India,
and subject to paragraph (b) below, FT India shall not have the authority to (i)
determine what securities and other investments will be purchased, retained or
sold by the Fund or (ii) place purchase and sale orders on behalf of the Fund.
(b) In performing these services, FT India shall adhere to the Fund's
investment objectives, policies and restrictions as contained in its Prospectus
and Statement of Additional Information, and in the Trust's Declaration of
Trust, and to the investment guidelines most recently established by FAV, and
shall comply with the provisions of the 1940 Act and the rules and regulations
of the SEC thereunder in all material respects, and with the provisions of the
United States Internal Revenue Code of 1986, as amended, which are applicable to
regulated investment companies.
(c) FT India shall provide the Board at least quarterly, in advance
of the regular meetings of the Board, a report of its activities hereunder on
behalf of the Fund and its proposed strategy and its outlook for the next
quarter, all in such form and detail as requested by the Board. FT India shall
also make an investment officer available to attend such meetings of the Board
as the Board may reasonably request.
(d) In carrying out its duties hereunder, FT India shall comply with
all reasonable instructions of the Fund or FAV in connection therewith. Such
instructions may be given by letter, telex, telefax or telephone confirmed by
telex, by the Board or by any other person authorized by a resolution of the
Board, provided a certified copy of such resolution has been supplied to FT
India.
2. (a) FT India shall, unless otherwise expressly provided and authorized,
have no authority to act for or represent FAV or the Fund in any way, or in any
way be deemed an agent for FAV or the Fund.
(b) It is understood that the services provided by FT India are not
to be deemed exclusive. FAV acknowledges that FT India may have investment
responsibilities, or render investment advice to, provide investment
recommendations to, or perform other investment advisory services for,
individuals or entities, including other investment companies registered
pursuant to the 1940 Act ("Clients"), which may invest in the same type of
securities as the Fund. FAV agrees that FT India may give advice, make
recommendations, provide research or exercise investment responsibility and take
such other action with respect to such Clients which may differ from advice
given or the recommendations provided to FAV with respect to the Fund.
3 FT India agrees to use its best efforts in performing the services to be
provided by it pursuant to this Agreement.
4. FAV has furnished or will furnish to FT India as soon as available
copies properly certified or authenticated of each of the following documents:
(a) the Trust's Certificate of Trust, as filed with the Secretary of
State of Delaware on March 22, 1991, and any other organizational documents and
all amendments thereto or restatements thereof;
(b) resolutions of the Trust's Board of Trustees authorizing the
appointment of FT India and approving this Agreement;
(c) the Trust's amended Notification of Registration on Form N-8A
under the 1940 Act as filed with the SEC and all amendments thereto;
(d) the Trust's current Registration Statement on Form N-1A under the
Securities Act of 1933, as amended and under the 1940 Act as filed with the SEC,
and all amendments thereto, as it relates to the Fund;
(e) the Fund's most recent Prospectus and Statement of Additional
Information; and
(f) the Investment Management Agreement between the Fund, FAV and FT
(Mauritius) Offshore Investments Limited ("FT Mauritius").
FAV will furnish FT India with copies of all amendments of or supplements to the
foregoing documents.
5. FT India will treat confidentially and as proprietary information of
the Fund all records and other information relative to the Fund and prior,
present or potential shareholders, and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Fund, which approval shall not be unreasonably withheld, and may not be withheld
where FT India may be exposed to civil or criminal contempt proceedings for
failure to comply when requested to divulge such information by duly constituted
authorities, or when so requested by the Fund.
6. (a) FAV shall pay a monthly fee in cash to FT India of Seventy Percent
(70%) of the fees FAV receives for providing investment management services to
the Fund, which fee shall be payable on the first business day of each month in
each year as compensation for the services rendered and obligations assumed by
FT India during the preceding month. The advisory fee under this Agreement shall
be payable on the first business day of the first month following the effective
date of this Agreement, and shall be reduced by the amount of any advance
payments made by FAV relating to the previous month.
(b) FAV and FT India shall share on a pro rata basis in any voluntary
reduction or waiver by FAV of the management fee due FAV under the Investment
Management Agreement between FAV, FT Mauritius, and the Fund.
(c) If this Agreement is terminated prior to the end of any month,
the monthly fee shall be prorated for the portion of any month in which this
Agreement is in effect which is not a complete month according to the proportion
which the number of calendar days in the month during which the Agreement is in
effect bears to the total number of calendar days in the month, and shall be
payable within 10 days after the date of termination.
7. Nothing herein contained shall be deemed to relieve or deprive the
Board of its responsibility for and control of the conduct of the affairs of the
Fund.
8. (a) In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of its obligations or duties hereunder on the part of FT
India, neither FT India nor any of its directors, officers, employees or
affiliates shall be subject to liability to FAV or the Fund or to any
shareholder of the Fund for any error of judgment or mistake of law or any other
act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security by the Fund.
(b) Notwithstanding paragraph 8(a), to the extent that FAV is found
by a court of competent jurisdiction, or the SEC or any other regulatory agency,
to be liable to the Fund or any shareholder (a "liability"), for any acts
undertaken by FT India pursuant to authority delegated as described in Paragraph
1(a), FT India shall indemnify and save FAV and each of its affiliates,
officers, directors and employees (each a "Franklin Indemnified Party") harmless
from, against, for and in respect of all losses, damages, costs and expenses
incurred by a Franklin Indemnified Party with respect to such liability,
together with all legal and other expenses reasonably incurred by any such
Franklin Indemnified Party, in connection with such liability.
(c) No provision of this Agreement shall be construed to protect any
director or officer of FAV or FT India, from liability in violation of Sections
17(h) or (i), respectively, of the 0000 Xxx.
9. During the term of this Agreement, FT India will pay all expenses
incurred by it in connection with its activities under this Agreement. The Fund
and FAV will be responsible for all of their respective expenses and
liabilities.
10. This Agreement shall be effective as of the date given above, and
shall continue in effect for two years. It is renewable annually thereafter for
successive periods not to exceed one year each (i) by a vote of the Board or by
the vote of a majority of the outstanding voting securities of the Fund, and
(ii) by the vote of a majority of the Trustees of the Trust who are not parties
to this Agreement or interested persons thereof, cast in person at a meeting
called for the purpose of voting on such approval.
11. This Agreement may be terminated at any time, without payment of any
penalty, by the Board or by vote of a majority of the outstanding voting
securities of the Fund, upon at least sixty (60) days' written notice to FAV and
FT India, and by FAV or FT India upon at least sixty (60) days' written notice
to the other party.
12. This Agreement shall terminate automatically in the event of any
transfer or assignment thereof, as defined in the 1940 Act, and in the event of
any act or event that terminates the Investment Management Agreement between
FAV, FT Mauritius and the Fund.
13. In compliance with the requirements of Rule 31a-3 under the 1940 Act,
FT India hereby agrees that all records which it maintains for the Fund are the
property of the Fund and further agrees to surrender promptly to the Fund, or to
any third party at the Fund's direction, any of such records upon the Fund's
request. FT India further agrees to preserve for the periods prescribed by Rule
31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1
under the 1940 Act.
14. This Agreement may not be materially amended, transferred, assigned,
sold or in any manner hypothecated or pledged without the affirmative vote or
written consent of the holders of a majority of the outstanding voting
securities of the Fund and may not be amended without the written consent of FAV
and FT India.
15. If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule, or otherwise, the remainder of this Agreement
shall not be affected thereby.
16. The terms "majority of the outstanding voting securities" of the Fund
and "interested persons" shall have the meanings as set forth in the 1940 Act.
17. This Agreement shall be interpreted in accordance with and governed by
the laws of the State of California of the United States of America.
18. FT India acknowledges that it has received notice of and accepts the
limitations of the Trust's liability as set forth in its Agreement and
Declaration of Trust. FT India agrees that the Trust's obligations hereunder
shall be limited to the assets of the Fund, and that FT India shall not seek
satisfaction of any such obligation from any shareholders of the Fund nor from
any trustee, officer, employee or agent of the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and attested by their duly authorized officers.
FRANKLIN ADVISERS, INC.
By: /S/XXXXXX X. XXXXXXXX
---------------------
Xxxxxx X. Xxxxxxxx
Title: President & Chief Investment Officer
FRANKLIN XXXXXXXXX ASSET MANAGEMENT
(INDIA) PRIVATE LIMITED
By: /S/XXXXXXX XXXXX
----------------
Xxxxxxx Xxxxx
Title: Chief Investment Officer - Franklin Equity Funds
Franklin India Growth Fund hereby acknowledges and agrees to the provisions of
paragraphs 8(a) and 9 of this Agreement.
FRANKLIN XXXXXXXXX INTERNATIONAL TRUST
on behalf of FRAKLIN INDIA GROWTH FUND
By: /S/XXXXX X. XXXXXXXX
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Xxxxx X. Xxxxxxxx
Title: Vice President & Secretary
