0001379491-12-000645 Sample Contracts

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • July 27th, 2012 • Franklin Mutual Recovery Fund

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Foreign Custody Manager Agreement dated as of May 16, 2001.

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AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • July 27th, 2012 • Franklin Mutual Recovery Fund

The following is a list of the Investment Companies and their respective Series for which the Custodian shall serve under the Amendment dated May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996.

MASTER CUSTODY AGREEMENT
Master Custody Agreement • July 27th, 2012 • Franklin Mutual Recovery Fund

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.

Franklin Mutual Recovery Fund One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • July 27th, 2012 • Franklin Mutual Recovery Fund • California

We, Franklin Mutual Recovery Fund, (the “Fund”), are a Delaware statutory trust operating as an closed-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.

AMENDED AND RESTATED FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • July 27th, 2012 • Franklin Mutual Recovery Fund • California

This Agreement, dated as of May 21, 2012, is between FRANKLIN MUTUAL RECOVERY FUND (the “Fund”), a Delaware statutory trust, and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”), and amends and restates the prior Fund Administration Agreement between the Fund and Administrator.

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