0000878087-09-000012 Sample Contracts

Form of Special Servicing Agreement
Special Servicing Agreement • April 28th, 2009 • Templeton Developing Markets Trust • California

THIS AGREEMENT is dated and effective as of _________, 200__, and is between and among the “Underlying Funds,” the “Top-Tier Funds” and the “Service Providers,” as each is defined below. This Agreement sets forth the principles and arrangements whereby the Underlying Funds will bear some or all of the Operating Expenses, as defined below, of the Top-Tier Funds.

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AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 28th, 2009 • Templeton Developing Markets Trust

This Amendment dated as of May 1, 2009, is to the Investment Management Agreement made as of the 30th day of October, 1992 and amended and restated as of the 25th day of February, 1994 and the 23rd day of November, 1995 (the “Agreement”) by and between Templeton Asset Management Ltd., a U.S. registered investment adviser and a corporation organized under the laws of Singapore (the “Manager”) and Templeton Developing Markets Trust (the “Fund”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • April 28th, 2009 • Templeton Developing Markets Trust

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made and entered into as of May 10, 2002, by and among TEMPLETON DEVELOPING MARKETS TRUST, a Massachusetts business trust (the “Assignor”), TEMPLETON DEVELOPING MARKETS TRUST, a Delaware statutory trust (the “Assignee”), and Franklin Templeton Services, LLC (the “Administrator”).

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