0001109441-15-000019 Sample Contracts

FRANKLIN FLOATING RATE MASTER TRUST on behalf of FRANKLIN LOWER TIER FLOATING RATE FUND INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • November 4th, 2015 • Franklin Floating Rate Master Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of September 15, 2015, is made between FRANKLIN FLOATING RATE MASTER TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN LOWER TIER FLOATING RATE FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”).

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FRANKLIN FLOATING RATE MASTER TRUST One Franklin Parkway
Placement Agent Agreement • November 4th, 2015 • Franklin Floating Rate Master Trust • California

We, Franklin Floating Rate Master Trust (the “Trust”), 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 will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), 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 Trust’s Shares may be made available in one or more separate series, each of which may have one or more classes. The series of shares to which this agreement relates are listed on Attachment A (the “Funds”).

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • November 4th, 2015 • Franklin Floating Rate Master Trust • California

This Subcontract, dated as of September 15, 2015, is between Franklin Advisers, Inc. (the “Investment Manager”), and Franklin Templeton Services, LLC (the “Administrator”).

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