(Collective Investment Trusts)
APRIL 1, 2001
THIS AGENCY AGREEMENT is entered into as of April 1, 2001, by and between FTTrust Company
("Trustee"), a Florida chartered trust company with its principal place of business in Ft. Lauderdale, Florida, and
Franklin/Templeton Investor Services, LLC ("FTIS") (FTIS and Trustee are collectively referred to as "parties"
and individually as the "party") with reference to the following facts:
WHEREAS, Trustee acts as trustee for collective investment trusts designed to be exempt from federal tax for
certain qualified retirement plans and excepted from registration under the Investment Company Act of 1940 (the
"1940 Act") and the Securities Act of 1933 known as: the Templeton International Foreign Fund; the Templeton
International Emerging Markets Fund; the Templeton International Smaller Companies Fund; and the Franklin
Institutional Small Cap Growth Fund (collectively referred to as the "Funds").
WHEREAS, Trustee desires that FTIS act as its agent for the purpose of providing certain administrative
services as set forth in this Agreement ("Administrative Services") in order to further enhance the Trustee's ability
to provide service to the retirement plans which transfer assets to one or more of the Funds ("Participants"); and
WHEREAS, FTIS is willing to provide the Administrative Services pursuant to the terms and conditions of this
NOW, THEREFORE, Trustee and FTIS agree as follows:
Whenever used in this Agreement, the following words and phrases shall, unless the context otherwise requires,
have the following meanings:
"Account" shall mean the reference number under which a Participant's ownership interest in the units of the Fund
(s) is (are) recorded.
"Agreement" shall mean this Agency Agreement, including all exhibits attached hereto.
"Declaration" shall mean the Declaration of Trust which established: the Templeton International Foreign Fund, as
amended and restated January