0001379491-15-000324 Sample Contracts

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • April 27th, 2015 • Templeton Developing Markets Trust • 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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SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • April 27th, 2015 • Templeton Developing Markets Trust • California

This Subcontract, dated as of May 1, 2014, is between Templeton Asset Management Ltd. (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2015 • Templeton Developing Markets Trust

AGREEMENT made as of May 1, 2014, between TEMPLETON DEVELOPING MARKETS TRUST (hereinafter referred to as the “Trust”), and TEMPLETON ASSET MANAGEMENT LTD. (hereinafter referred to as the “Investment Manager”), and amends and restates the prior Investment Management Agreement between the Trust and the Investment Manager dated as of October 30, 1992, and amended and restated as of November 23, 1995, and further amended as of May 1, 2004, March 1, 2008, May 1, 2009, May 1, 2010 and May 1, 2011.

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