0001379491-13-000038 Sample Contracts

AMENDED AND RESTATED SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Fund Administrative Services • January 28th, 2013 • Franklin Managed Trust • California

This Subcontract, dated as of February 28, 2012, is between Franklin Advisory Services, LLC, a Delaware limited liability company (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”) and amends and restates the prior Subcontract for Fund Administrative Services between the parties dated as of January 1, 2001.

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 28th, 2013 • Franklin Managed Trust

This Addendum dated April 1, 2012, is to the Investment Management Agreement made as of January 26, 2000, (the “Agreement”) by and between Franklin Managed Trust, a Delaware statutory trust (the “Trust”), on behalf of Franklin Rising Dividends Fund (the “Fund”), series of the Trust, and Franklin Advisory Services, LLC, a Delaware limited liability company, (the “Manager”).

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