FIRST AMENDMENT
TO SUB-ADMINISTRATION AGREEMENT
THIS AGREEMENT (hereinafter called the "First Amendment dated") is made as
of 1st day of October, 1996 by and between Templeton Russia Fund, Inc., a
Maryland corporation (hereinafter called the "Fund"), Franklin Xxxxxxxxx
Services, Inc., a Delaware corporation (hereinafter called the "Fund
Administrator"), and Princeton Administrators, L.P., a Delaware limited
partnership (hereinafter called "Princeton");
WITNESSETH:
WHEREAS, the Fund, Templeton Global Investors, Inc. and Princeton have
entered into a Sub-Administration Agreement dated June 15, 1995 (hereinafter
called the "Sub-Administration Agreement"); and WHEREAS, the Fund Administrator
has assumed the responsibility to provide the services previously provided by
Templeton Global Investors, Inc. ("global Investors"); and
WHEREAS, the ultimate part of the Fund Administrator and Global Investors
has not changed, and therefore no assignment of the Sub-Administration Agreement
has occurred, within the meaning of the Sub-Administration Agreement, and there
has been no change in the actual control or management of Global Investors; and
WHEREAS, the Fund, the Fund Administrator and Princeton wish to amend the
Sub-Administration Agreement to substitute the Fund Administrator as a party
thereto in place of Global Investors.
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in the Sub-Administration Agreement and in this First Amendment
thereto, effective as of the time of the transfer of duties performed by Global
Investors and assumed by the Fund Administrator, the Fund, the Fund
Administrator and Princeton agree as follows:
1. Fund Administrator shall be substituted for Global Investors in the
Sub-Administration Agreement.
2. Fund Administrator shall perform all of the duties and have all of
the rights and responsibilities that Global Investors had under the
Sub-Administration Agreement, and the Fund shall have all of the
rights and responsibilities with respect to the Fund Administrator as
the Fund had with respect to Global Investors under the
Sub-Administration Agreement.
3. The Sub-Administration Agreement shall continue in full force and
effect in accordance with its terms, as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
Sub-Administration Agreement to be executed by their duly authorized
representatives as of the date and year first above written.
TEMPLETON RUSSIA FUND, INC.
By:/s/XXXXXXX X. XXXXX
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Title: Secretary
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FRANKLIN XXXXXXXXX SERVICES, LLC
By:/s/XXXXXX X. XXXXX
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Title: Executive Vice President
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PRINCETON ADMINISTRATORS, L.P.
By: PRINCETON SERVICES, INC.
By:/s/XXXXXXX XXXXXX
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Title: Senior Vice President
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