on behalf of
Templeton International Smaller Companies Fund
THIS SUB-ADVISORY AGREEMENT is made as of January 23, 2001, by and between TEMPLETON
INVESTMENT COUNSEL, LLC ("TIC, LLC"), a limited liability company existing under the laws of
Delaware, and TEMPLETON ASSET MANAGEMENT LIMITED ("TAML"), a corporation existing under
the laws of Singapore.
WHEREAS, FTTRUST COMPANY ("FTTrust") entered into an Amended and Restated Investment
Management Contract on September 11, 2000, with TEMPLETON INVESTMENT COUNSEL, INC.
("TICI") to render investment advisory services to Templeton International Smaller Companies Fund (the
WHEREAS, TICI was merged into TIC, LLC, on January 1, 2001;
WHEREAS, FTTrust and TIC, LLC seek to engage the services of TAML as a Sub-Advisor to the Fund;
WHEREAS, Simon Rudolph, Senior Vice President of TIC, LLC and a member of the Fund's portfolio
management team, will be residing temporarily in Singapore during which time he will be employed by TAML;
WHEREAS, FTTrust and TIC, LLC wish to enable Mr. Rudolph to continue to serve as a portfolio manager of
the Fund during his TAML employment; and
WHEREAS, TIC, LLC and TAML 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 independent contractors.
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. FTTrust and TIC, LLC hereby retain TAML, and TAML 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 FTTrust's Board of Directors (the "Board")
and to the instructions and supervision of FTTrust, TAML agrees to provide certa