0000825063-09-000002 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 12th, 2009 • Franklin Mutual Series Funds • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT made between FRANKLIN MUTUAL SERIES FUNDS, a Delaware statutory trust (the “Trust”), on behalf of MUTUAL FINANCIAL SERVICES FUND (the “Fund”), a series of the Trust, and FRANKLIN MUTUAL ADVISERS, LLC, a Delaware limited liability company (the “Adviser”). WHEREAS, the Trust has been organized and intends to operate as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), for the purpose of investing and reinvesting its assets in securities, as set forth in its Agreement and Declaration of Trust, its By-Laws and its Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, all as heretofore and hereafter amended and supplemented; and the Trust desires to avail itself of the services, information, advice, assistance and facilities of an investment manager and to have an investment manager perform various management, statistical, research, investment advisory and other serv

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FRANKLIN MUTUAL SERIES FUNDS Short Hills, New Jersey 07078
Distribution Agreement • February 12th, 2009 • Franklin Mutual Series Funds

We, Franklin Mutual Series Fund, (the “Fund”), comprise of the series listed on Attachment A (each a “Fund”, and collectively, the “Funds”) are a Delaware statutory trust operating as an open-end management investment company or “mutual fund”, which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). We desire to issue one or more series or classes of our authorized but unissued shares of capital stock or beneficial interest (the “Shares”) to authorized persons in accordance with applicable Federal and State securities laws. The Fund’s Shares may be made available in one or more separate series, each of which may have one or more classes.

MASTER CUSTODY AGREEMENT
Master Custody Agreement • February 12th, 2009 • Franklin Mutual Series Funds

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Master Custody Agreement dated as of February 16, 1996.

FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • February 12th, 2009 • Franklin Mutual Series Funds

AGREEMENT dated as of _____________ between FRANKLIN MUTUAL SERIES FUNDS (the “Investment Company”), a Delaware Statutory trust, on behalf of MUTUAL INTERNATIONAL FUND (the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”). In consideration of the mutual agreements herein made, the parties hereby agree as follows:

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