0001379491-11-001253 Sample Contracts

TEMPLETON FUNDS Fort Lauderdale, Florida 33394-3091
Distribution Agreement • December 28th, 2011 • Templeton Funds • California

We, Templeton Funds (the “Trust”), comprised 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.

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FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • December 28th, 2011 • Templeton Funds • California

The parties to this Agreement are the Investment Company named above (“Investment Company”), an open-end investment company registered as such under the Investment Company Act of 1940 (“1940 Act”), on behalf of each class of shares of each series of the Investment Company which now exists or may hereafter be created (individually, a “Fund” and collectively, the “Funds”) and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC (“FTIS”), a registered transfer agent formerly known as Franklin Administrative Services, Inc. This Agreement supersedes prior Shareholder Services Agreements between the parties, as stated below in section 16(d).

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