FRANkLiN TEMPLETON INVESTMENT FUNDS - Citibank

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PROSPECTUS OF FRANKLIN TEMPLETON INVESTMENT FUNDS Appendix C Additional Information 1. The Company is an investment company with limited liability organised as a société anonyme under the laws of the Grand Duchy of Luxembourg and is qualified as a société d’investissement à capital variable. The Company was incorporated in Luxembourg on November 6, 1990, for an undetermined period. The Articles were published in the Mémorial on January 2, 1991. Amendments to the Articles were published in the Mémorial on October 25, 1994, November 4, 1996, May 22, 2000, June 16, 2004 and March 25, 2005. The Company is registered with the Registre de Commerce et des Sociétés de et à Luxembourg, under number B 35 177. Copies of the Articles as amended are available for inspection at the Registre de Commerce et des Sociétés de et à Luxembourg and the registered office of the Company. 2. The minimum capital of the Company is 1,250,000 Euro or the equivalent in U.S. dollars. 3. The Company may be dissolved upon decision of an extraordinary general meeting of its Shareholders. If the capital of the Company falls below two thirds of the minimum capital, the Board of Directors must submit the question of the dissolution of the Company to a general meeting for which no quorum shall be prescribed and which shall be decided by a simple majority of the holders of Shares represented at the meeting. If the capital of the Company falls below one-fourth of the minimum capital, the Board of Directors must submit the question of the dissolution of the Company to a general meeting for which no quorum shall be prescribed; dissolution may be resolved by Shareholders holding one- fourth of the Shares at the meeting. If the Company should be liquidated, its liquidation will be carried out in accordance with the provisions of the laws of the Grand Duchy of Luxembourg which specify the steps to be taken to enable Shareholders to participate in the liquidation distribution(s) and in that connection provides for deposit in escrow at the Caisse de Consignation of any such amounts which have not been promptly claimed by any Shareholders. Amounts not claimed from escrow within the prescribed period would be liable to be forfeited in accordance with the provisions of the laws of the Grand Duchy of Luxembourg. 4. The Board of Directors may decide to liquidate a Fund if the net assets of such Fund fall below USD 20 million or if a change in the economic or political situation relating to the Fund concerned would justify such liquidation. The decision of the liquidation will be published by the Company prior to the effective date of the liquidation and the publication will indicate the reasons for, and the procedures of, the liquidation operations. Unless the Board of Directors otherwise decides in the interests of, or to keep equal treatment between, the Shareholders, the Shareholders of the Fund concerned may continue to request redemption or conversion of their Shares. Assets which could not be distributed to their beneficiaries upon the close of the liquidation period of the Fund will be deposited with the Custodian for a period of six (6) months after the closure of liquidation. After such time, the assets will be deposited with the Caisse de Consignation on behalf of their beneficiaries. Under the same circumstances as described in the preceding paragraph, the Board of Directors may decide to close down one Fund by contributions into another Fund. In addition, such merger may be decided by the Board of Directors if required by the interests of the Shareholders of the relevant Funds. Such decision will be published in the same manner as described in the preceding paragraph and, in addition, the publication will contain information in relation to the other Fund. Such publication will be made within one (1) month before the date on which the merger becomes effective in order to enable Shareholders to request redemption or exchange of their Shares, free of charge, before the operation involving contributions into another Fund becomes effective. Under the same circumstances as provided above, the Board of Directors may also decide to close down one Fund by contributions into another undertaking for collective investment governed by Part I of the Law relating to collective investment undertakings. In addition, such merger may be decided by the Board of Directors if required by the interests of the Shareholders of the relevant Fund. Such decision will be published in the same manner as described above and, in addition, the publication will contain information in relation to the other undertaking for collective investment. Such publication will be 82 Franklin Templeton Investment Funds
PROSPECTUS OF FRANKLIN TEMPLETON INVESTMENT FUNDS made within one (1) month before the date on which the merger becomes effective in order to enable Shareholders to request redemption or exchange of their Shares, free of charge, before the operation involving contributions into another undertaking for collective investment becomes effective. If the circumstances so require, the provisions described above apply mutatis mutandis to closure of a Class and to contributions of a Class existing within a Fund into another Fund or into another undertaking for collective investment governed by Part I of the Law relating to collective investment undertakings. The Board of Directors may also decide upon the reorganisation of any Fund by means of a division into two or more separate Funds, if required by the interests of the Shareholders of the Fund concerned or if a change in the economic or political situation relating to the Fund concerned would justify such reorganisation. Such decision will be published in the same manner as described above and, in addition, the publication will contain information in relation to the two or more separate Funds resulting from the reorganisation. Such publication will be made within one (1) month before the date on which the reorganisation becomes effective in order to enable Shareholders to request redemption or exchange of their Shares, free of charge, before the reorganisation becomes effective. 5. The following contracts, not being contracts entered into in the ordinary course of business, have been entered into and are, or may, be material: a) Investment Management Agreements: • An Amended and Restated Investment Management Agreement dated February 2, 1995, made between the Company and Templeton Asset Management Ltd., as amended from time to time. • An Amended and Restated Investment Management Agreement dated February 15, 1996, made between the Company and Templeton Global Advisors Limited, as amended from time to time. • An Amended and Restated Investment Management Agreement dated March 1, 1997, made between the Company and Franklin Templeton Investment Management Limited, as amended from time to time. • An Amended and Restated Investment Management Agreement dated July 7, 1997, made between the Company and Franklin Mutual Advisers, LLC, as amended from time to time. • An Investment Management Agreement dated August 7, 2000, made between the Company and Franklin Templeton Investments Japan Limited, as amended from time to time. • An Amended and Restated Investment Management Agreement dated March 4, 2008 and effective March 17, 2008, made between the Company and Franklin Templeton Investments Corp., as amended from time to time. • An Investment Management Agreement dated December 29, 2005, made between the Company, Franklin Advisers, Inc. and Franklin Templeton Investment Management Limited, as amended from time to time. • An Amended and Restated Investment Management Agreement dated November 7, 2006 and effective June 15, 2006, made between the Company and Franklin Advisers, Inc., as amended from time to time. • An Investment Management Agreement dated October 20, 2008 and effective October 14, 2008, made between the Company and Franklin Advisers, Inc. • An Investment Management Agreement dated November 9, 2006 and effective October 27, 2006, made between the Company and Franklin Templeton Institutional, LLC, as amended from time to time. • An Investment Management Agreement dated August 24, 2007 and effective August 31, 2007, made between the Company, Franklin Advisers, Inc. and Templeton Asset Management Ltd. www.franklintempleton.lu 83
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FRANkLiN TEMPLETON INVESTMENT FUNDS - Citibank

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