0001379491-14-001408 Sample Contracts

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • December 24th, 2014 • Templeton Growth Fund Inc • 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 the Investment Company (the "Fund") 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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AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 24th, 2014 • Templeton Growth Fund Inc

AGREEMENT made as of July 1, 2014, between TEMPLETON GROWTH FUND, INC., a corporation organized under the laws of the State of Maryland (hereinafter referred to as the "Fund"), and TEMPLETON GLOBAL ADVISORS LIMITED (hereinafter referred to as the "Investment Manager”), and amends and restates the prior Investment Management Agreement between the Fund and the Manager dated as of October 30, 1992 and amended and restated as of December 21, 1995, and further amended as of June 1, 2004, July 1, 2006 and August 1, 2007.

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