37480-1
Form N-SAR
Registrant: Franklin Xxxxxxxxx Variable Insurance
Products Trust
Period ended June 30, 2005
Sub-item 77Q1. Exhibits. The following exhibits are attached:
a) Sub-advisory Agreement between Xxxxxxxxx Global Advisors
Limited (TGAL) and Franklin Xxxxxxxxx Investment Management
Limited (FTIML) made as of October 17, 2005 for services to
Xxxxxxxxx Foreign Securities Fund (the Fund), a series of
Franklin Xxxxxxxxx Variable Insurance Products Trust (Trust).
b) Sub-advisory Agreement between Xxxxxxxxx Investment Counsel,
LLC (TICL) and Franklin Xxxxxxxxx Investment Management Limited
(FTIML) made as of October 17, 2005 for services to Xxxxxxxxx
Global Asset Allocation Fund (the Fund), a series of Franklin
Xxxxxxxxx Variable Insurance Products Trust (Trust).
EXHIBIT 77QI(a)
SUB-ADVISORY AGREEMENT
FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST
Xxxxxxxxx Foreign Securities Fund
THIS SUB-ADVISORY AGREEMENT made as of October 17, 2005
by and between XXXXXXXXX INVESTMENT COUNSEL, LLC ("TICL"), a
Delaware limited liability corporation, and the Geneva,
Switzerland branch office of FRANKLIN XXXXXXXXX INVESTMENT
MANAGEMENT LIMITED ("FTIML"), a corporation existing under the
laws of the United Kingdom.
WITNESSETH
WHEREAS, TICL and FTIML 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 management services, as an independent
contractor;
WHEREAS, TICL, pursuant to an investment advisory
agreement ("Investment Advisory Agreement"), has been retained to
render investment advisory services to Xxxxxxxxx Foreign
Securities Fund (the "Fund"), a series of Franklin Xxxxxxxxx
Variable Insurance Products 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, from time to time, a member of the Fund's
portfolio management team will be residing in Geneva, Switzerland
during which time he will be employed by FTIML, and XXXX wishes
to enter into this Agreement with FTIML to enable such person to
continue to perform his responsibilities as a member of the
Fund's portfolio management team during his employment with
FTIML.
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. TICL hereby retains FTIML and FTIML 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 Fund's Board of Trustees (the
"Board") and to the instructions and supervision of XXXX, FTIML
agrees to provide certain investment advisory services with
respect to securities and investments and cash equivalents in the
Fund. TICL will continue to provide all research services in
respect of the Fund and have full responsibility for all
investment advisory services provided to the Fund. TICL
acknowledge that the only services that FTIML will provide under
this Agreement are the portfolio management services of the team
member residing in Geneva, Switzerland while such person remains
employed by FTIML.
(b) Both FTIML and TICL may place all purchase
and sale orders on behalf of the Fund. The placement of these
orders will take place exclusively in Fort Lauderdale and Geneva,
Switzerland.
(c) Unless otherwise instructed by TICL or the
Board, and subject to the provisions of this Agreement and to any
guidelines or limitations specified from time to time by TICL or
by the Board, FTIML shall report daily all transactions effected
by FTIML on behalf of the Fund to TICL and to other entities as
reasonably directed by TICL or the Board.
(d) For the term of this Agreement, TICL 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 for the next
quarter, all in such form and detail as requested by the Board.
The team member residing in Geneva, Switzerland shall also be
available to attend such meetings of the Board as the Board may
reasonably request.
(e) In performing its services under this
Agreement, FTIML shall adhere to the Fund's investment objective,
policies and restrictions as contained in the Fund's Prospectus
and Statement of Additional Information, and in the Fund's
Agreement and Declaration of Trust, and to the investment
guidelines most recently established by TICL 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.
(f) In carrying out its duties hereunder, FTIML
shall comply with all reasonable instructions of the Fund or TICL
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 resolutions has been
supplied to FTIML.
2. In performing the services described above, FTIML
shall use its best efforts to obtain for the Fund the most
favorable price and execution available. Subject to prior
authorization of appropriate policies and procedures by the
Board, FTIML may, to the extent authorized by law and in
accordance with the terms of the Fund's Prospectus and Statement
of Additional Information, cause the Fund to pay a broker who
provides brokerage and research services an amount of commission
for effecting a portfolio investment transaction in excess of the
amount of commission another broker would have charged for
effecting that transaction, in recognition of the brokerage and
research services provided by the broker. To the extent
authorized by applicable law, FTIML shall not be deemed to have
acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of such action.
3. (a) TICL shall pay to FTIML a fee equal to 5% of
the advisory fee paid to TICL by the Fund, which fee shall be
payable in U.S. dollars on the first business day of each month
as compensation for the services to be rendered and obligations
assumed by FTIML 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 day of this Agreement
and shall be reduced by the amount of any advance payments made
by TICL relating to the previous month.
(b) TICL and FTIML shall share equally in any
voluntary reduction or waiver by TICL of the management fee due
under the Investment Advisory agreement between TICL 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.
4. It is understood that the services provided by
FTIML are not to be deemed exclusive. TICL acknowledge that
FTIML may have investment responsibilities, render investment
advice to, or perform other investment advisory services to other
investment companies and clients, which may invest in the same
type of securities as the Fund (collectively, "Clients"). TICL
agree that FTIML may give advice or exercise investment
responsibility and take such other action with respect to such
Clients which may differ from advice given or the timing or
nature of action taken with respect to the Fund. In providing
services, FTIML may use information furnished by others to TICL
and FTIML in providing services to other such Clients.
5. FTIML agrees to use its best efforts in performing
the services to be provided by it pursuant to this Agreement.
6. During the term of this Agreement, FTIML will pay
all expenses incurred by it in connection with the services to be
provided by it under this Agreement other than the cost of
securities (including brokerage commissions, if any) purchased
for the Fund. The Fund and TICL will be responsible for all of
their respective expenses and liabilities.
7. FTIML shall, unless otherwise expressly provided
and authorized, have no authority to act for or represent TICL or
the Fund in any way, or in any way be deemed an agent for TICL or
the Fund.
8. FTIML 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 FTIML 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.
9. This Agreement shall become effective as of the
date first written above and shall continue in effect until
October 17, 2007. If not sooner terminated, this Agreement shall
continue in effect for successive periods of 12 months each
thereafter, provided that each such continuance shall be
specifically approved annually by the vote of a majority of the
Fund's Board of Trustees who are not parties to this Agreement or
"interested persons" (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of
voting on such approval, and either the vote of (a) a majority of
the outstanding voting securities of the Fund, as defined in the
1940 Act, or (b) a majority of the Fund's Board of Trustees as a
whole.
10. (a) Notwithstanding the foregoing, this Agreement
may be terminated at any time, without the payment of any
penalty, by the Board upon written notice to TICL and FTIML, and
by TICL or FTIML upon not less than sixty (60) days' written
notice to the other party.
(b) 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 Advisory Agreement between TICL and the
Fund.
11. (a) In the absence of willful misfeasance, bad
faith, gross negligence, or reckless disregard of its obligations
or duties hereunder on the part of FTIML, neither FTIML nor any
of its directors, officers, employees or affiliates shall be
subject to liability to TICL or the Fund or to any shareholder of
the Fund for any error of judgement 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 11(a), to the
extent that TICL 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 FTIML pursuant to authority delegated as described in
Paragraph 1(a), FTIML shall indemnify TICL and each of their
respective 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 Xxxxxxxx Indemnified Party, in connection with such
liability.
(c) No provision of this Agreement shall be
construed to protect any director or officer of TICL or FTIML
from liability in violation of Sections 17(h) or (i),
respectively, of the 1940 Act.
12. In compliance with the requirements of Rule 31a-3
under the 1940 Act, FTIML 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. FTIML further agrees to preserve for periods prescribed
by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
13. Upon termination of FTIML's engagement under this
Agreement or at the Fund's direction, FTIML shall forthwith
deliver to the Fund, or to any third party at the Fund's
direction, all records, documents and books of accounts which are
in the possession or control of FTIML and relate directly and
exclusively to the performance by FTIML of its obligations under
this Agreement; provided, however, that FTIML shall be permitted
to keep such records or copies thereof for such periods of time
as are necessary to comply with applicable laws, in which case
FTIML shall provide the Fund or a designated third party with
copies of such retained documents unless providing such copies
would contravene such rules, regulations and laws.
Termination of this Agreement or XXXXX's
engagement hereunder shall be without prejudice to the rights and
liabilities created hereunder prior to such termination.
14. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise,
in whole or in part, the other provisions hereof shall remain in
full force and effect. Invalid provisions shall, in accordance
with the intent and purpose of this Agreement, be replaced by
such valid provisions which in their economic effect come as
closely as legally possible to such invalid provisions.
15. TICL will furnish to FTIML properly certified or
authenticated copies of the resolutions of the Board authorizing
the appointment of FTIML and approving this Agreement as soon as
such copies are available.
16. Any notice or other communication required to be
given pursuant to this Agreement shall be in writing and given by
personal delivery or by facsimile transmission and shall be
effective upon receipt. Notices and communications shall be
given:
(i) to FTIML:
The Adelphi Building
0-00 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Facsimile: 00-000-00000000
(ii) to TICL:
000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Facsimile: 000-000-0000
17. This Agreement shall be interpreted in accordance
with and governed by the laws of the State of Florida.
18. FTIML acknowledges that it has received notice of
and accepts the limitations of the Fund's liability as set forth
in its Agreement and Declaration of Trust. FTIML agrees that the
Fund's obligations hereunder shall be limited to the assets of
the Fund, and that FTIML shall not seek satisfaction of any such
obligation from any shareholders of the Fund nor from any
trustee, officer, employee or agent of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers
and their respective corporate seals to be hereunto duly affixed
and attested.
FRANKLIN XXXXXXXXX INVESTMENT
MANAGEMENT LIMITED
By:
Xxxxxxx X. Xxxxxxx
Director
XXXXXXXXX INVESTMENT COUNSEL,
LLC
By:
Xxxx X. Xxxxx
President
Item 77Q1(b)
SUB-ADVISORY AGREEMENT
FRANKLIN XXXXXXXXX VARIABLE INSURANCE PRODUCTS TRUST
Xxxxxxxxx Global Asset Allocation Fund
THIS SUB-ADVISORY AGREEMENT made as of October 17, 2005
by and between XXXXXXXXX INVESTMENT COUNSEL, LLC ("TICL"), a
Delaware limited liability corporation, and the Geneva,
Switzerland branch office of FRANKLIN XXXXXXXXX INVESTMENT
MANAGEMENT LIMITED ("FTIML"), a corporation existing under the
laws of the United Kingdom.
WITNESSETH
WHEREAS, TICL and FTIML 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 management services, as an independent
contractor;
WHEREAS, TICL, pursuant to an investment advisory
agreement ("Investment Advisory Agreement"), has been retained to
render investment advisory services to Xxxxxxxxx Global Asset
Allocation Fund (the "Fund"), a series of Franklin Xxxxxxxxx
Variable Insurance Products 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, from time to time, a member of the Fund's
portfolio management team will be residing in Geneva, Switzerland
during which time he will be employed by FTIML, and XXXX wishes
to enter into this Agreement with FTIML to enable such person to
continue to perform his responsibilities as a member of the
Fund's portfolio management team during his employment with
FTIML.
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. TICL hereby retains FTIML and FTIML 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 Fund's Board of Trustees (the
"Board") and to the instructions and supervision of XXXX, FTIML
agrees to provide certain investment advisory services with
respect to securities and investments and cash equivalents in the
Fund. TICL will continue to provide all research services in
respect of the Fund and have full responsibility for all
investment advisory services provided to the Fund. TICL
acknowledge that the only services that FTIML will provide under
this Agreement are the portfolio management services of the team
member residing in Geneva, Switzerland while such person remains
employed by FTIML.
(b) Both FTIML and TICL may place all purchase
and sale orders on behalf of the Fund. The placement of these
orders will take place exclusively in Fort Lauderdale and Geneva,
Switzerland.
(c) Unless otherwise instructed by TICL or the
Board, and subject to the provisions of this Agreement and to any
guidelines or limitations specified from time to time by TICL or
by the Board, FTIML shall report daily all transactions effected
by FTIML on behalf of the Fund to TICL and to other entities as
reasonably directed by TICL or the Board.
(d) For the term of this Agreement, TICL 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 for the next
quarter, all in such form and detail as requested by the Board.
The team member residing in Geneva, Switzerland shall also be
available to attend such meetings of the Board as the Board may
reasonably request.
(e) In performing its services under this
Agreement, FTIML shall adhere to the Fund's investment objective,
policies and restrictions as contained in the Fund's Prospectus
and Statement of Additional Information, and in the Fund's
Agreement and Declaration of Trust, and to the investment
guidelines most recently established by TICL 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.
(f) In carrying out its duties hereunder, FTIML
shall comply with all reasonable instructions of the Fund or TICL
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 resolutions has been
supplied to FTIML.
2. In performing the services described above, FTIML
shall use its best efforts to obtain for the Fund the most
favorable price and execution available. Subject to prior
authorization of appropriate policies and procedures by the
Board, FTIML may, to the extent authorized by law and in
accordance with the terms of the Fund's Prospectus and Statement
of Additional Information, cause the Fund to pay a broker who
provides brokerage and research services an amount of commission
for effecting a portfolio investment transaction in excess of the
amount of commission another broker would have charged for
effecting that transaction, in recognition of the brokerage and
research services provided by the broker. To the extent
authorized by applicable law, FTIML shall not be deemed to have
acted unlawfully or to have breached any duty created by this
Agreement or otherwise solely by reason of such action.
3. (a) TICL shall pay to FTIML a fee equal to 5% of
the advisory fee paid to TICL by the Fund, which fee shall be
payable in U.S. dollars on the first business day of each month
as compensation for the services to be rendered and obligations
assumed by FTIML 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 day of this Agreement
and shall be reduced by the amount of any advance payments made
by TICL relating to the previous month.
(b) TICL and FTIML shall share equally in any
voluntary reduction or waiver by TICL of the management fee due
under the Investment Advisory agreement between TICL 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.
4. It is understood that the services provided by
FTIML are not to be deemed exclusive. TICL acknowledge that
FTIML may have investment responsibilities, render investment
advice to, or perform other investment advisory services to other
investment companies and clients, which may invest in the same
type of securities as the Fund (collectively, "Clients"). TICL
agree that FTIML may give advice or exercise investment
responsibility and take such other action with respect to such
Clients which may differ from advice given or the timing or
nature of action taken with respect to the Fund. In providing
services, FTIML may use information furnished by others to TICL
and FTIML in providing services to other such Clients.
5. FTIML agrees to use its best efforts in performing
the services to be provided by it pursuant to this Agreement.
6. During the term of this Agreement, FTIML will pay
all expenses incurred by it in connection with the services to be
provided by it under this Agreement other than the cost of
securities (including brokerage commissions, if any) purchased
for the Fund. The Fund and TICL will be responsible for all of
their respective expenses and liabilities.
7. FTIML shall, unless otherwise expressly provided
and authorized, have no authority to act for or represent TICL or
the Fund in any way, or in any way be deemed an agent for TICL or
the Fund.
8. FTIML 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 FTIML 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.
9. This Agreement shall become effective as of the
date first written above and shall continue in effect until
October 17, 2007. If not sooner terminated, this Agreement shall
continue in effect for successive periods of 12 months each
thereafter, provided that each such continuance shall be
specifically approved annually by the vote of a majority of the
Fund's Board of Trustees who are not parties to this Agreement or
"interested persons" (as defined in the 1940 Act) of any such
party, cast in person at a meeting called for the purpose of
voting on such approval, and either the vote of (a) a majority of
the outstanding voting securities of the Fund, as defined in the
1940 Act, or (b) a majority of the Fund's Board of Trustees as a
whole.
10. (a) Notwithstanding the foregoing, this Agreement
may be terminated at any time, without the payment of any
penalty, by the Board upon written notice to TICL and FTIML, and
by TICL or FTIML upon not less than sixty (60) days' written
notice to the other party.
(b) 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 Advisory Agreement between TICL and the
Fund.
11. (a) In the absence of willful misfeasance, bad
faith, gross negligence, or reckless disregard of its obligations
or duties hereunder on the part of FTIML, neither FTIML nor any
of its directors, officers, employees or affiliates shall be
subject to liability to TICL or the Fund or to any shareholder of
the Fund for any error of judgement 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 11(a), to the
extent that TICL 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 FTIML pursuant to authority delegated as described in
Paragraph 1(a), FTIML shall indemnify TICL and each of their
respective 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 Xxxxxxxx Indemnified Party, in connection with such
liability.
(c) No provision of this Agreement shall be
construed to protect any director or officer of TICL or FTIML
from liability in violation of Sections 17(h) or (i),
respectively, of the 1940 Act.
12. In compliance with the requirements of Rule 31a-3
under the 1940 Act, FTIML 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. FTIML further agrees to preserve for periods prescribed
by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
13. Upon termination of FTIML's engagement under this
Agreement or at the Fund's direction, FTIML shall forthwith
deliver to the Fund, or to any third party at the Fund's
direction, all records, documents and books of accounts which are
in the possession or control of FTIML and relate directly and
exclusively to the performance by FTIML of its obligations under
this Agreement; provided, however, that FTIML shall be permitted
to keep such records or copies thereof for such periods of time
as are necessary to comply with applicable laws, in which case
FTIML shall provide the Fund or a designated third party with
copies of such retained documents unless providing such copies
would contravene such rules, regulations and laws.
Termination of this Agreement or XXXXX's
engagement hereunder shall be without prejudice to the rights and
liabilities created hereunder prior to such termination.
14. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise,
in whole or in part, the other provisions hereof shall remain in
full force and effect. Invalid provisions shall, in accordance
with the intent and purpose of this Agreement, be replaced by
such valid provisions which in their economic effect come as
closely as legally possible to such invalid provisions.
15. TICL will furnish to FTIML properly certified or
authenticated copies of the resolutions of the Board authorizing
the appointment of FTIML and approving this Agreement as soon as
such copies are available.
16. Any notice or other communication required to be
given pursuant to this Agreement shall be in writing and given by
personal delivery or by facsimile transmission and shall be
effective upon receipt. Notices and communications shall be
given:
(ii) to FTIML:
The Adelphi Building
0-00 Xxxx Xxxx Xxxxxx
Xxxxxx, Xxxxxxx XX0X 0XX
Xxxxxx Xxxxxxx
Facsimile: 00-000-00000000
(ii) to TICL:
000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Facsimile: 000-000-0000
17. This Agreement shall be interpreted in accordance
with and governed by the laws of the State of Florida.
18. FTIML acknowledges that it has received notice of
and accepts the limitations of the Fund's liability as set forth
in its Agreement and Declaration of Trust. FTIML agrees that the
Fund's obligations hereunder shall be limited to the assets of
the Fund, and that FTIML shall not seek satisfaction of any such
obligation from any shareholders of the Fund nor from any
trustee, officer, employee or agent of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their duly authorized officers
and their respective corporate seals to be hereunto duly affixed
and attested.
FRANKLIN XXXXXXXXX INVESTMENT
MANAGEMENT LIMITED
By:
Xxxxxxx X. Xxxxxxx
Director
XXXXXXXXX INVESTMENT COUNSEL,
LLC
By:
Xxxx X. Xxxxx
President
