0000825063-09-000018 Sample Contracts

Proposed Form of Special Servicing Agreement
Special Servicing Agreement • April 28th, 2009 • Franklin Mutual Series Funds • 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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FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • April 28th, 2009 • Franklin Mutual Series Funds

AGREEMENT dated as of May 1, 2008 between FRANKLIN MUTUAL SERIES FUNDS (the “Investment Company”), a Delaware Statutory trust, on behalf of each of the Funds listed on the attached Schedule I (each, the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”). In consideration of the mutual agreements herein made, the parties hereby agree as follows:

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2009 • Franklin Mutual Series Funds • Delaware

THIS SUB-ADVISORY AGREEMENT made as of May 1, 2008 by and between FRANKLIN MUTUAL ADVISERS, LLC (“FMA, LLC”), a Delaware limited liability company and FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED (“FTIML”), a corporation existing under the laws of the United Kingdom.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 28th, 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 INTERNATIONAL 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 services

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