0001379491-15-000328 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2015 • Franklin Mutual Series Funds • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of July 1, 2014, is made between FRANKLIN MUTUAL SERIES FUNDS, a Delaware statutory trust (the “Trust”), on behalf of MUTUAL EUROPEAN FUND (the “Fund”), a series of the Trust, and FRANKLIN MUTUAL ADVISERS, LLC, a Delaware limited liability company (the “Adviser”), and amends and restates the prior Investment Management Agreement between the Trust, on behalf of the Fund, and the Adviser, dated as of May 1, 2008.

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FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • April 27th, 2015 • Franklin Mutual Series Funds • California

o Maintain records of (i) issued Shares and (ii) number of Shareholders and their aggregate Shareholdings classified according to their residence in each State of the United States or foreign country;

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 27th, 2015 • Franklin Mutual Series Funds

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.

SUB-ADVISORY AGREEMENT FRANKLIN Mutual Series Funds On behalf of FRANKLIN mutual BEACON fund
Sub-Advisory Agreement • April 27th, 2015 • Franklin Mutual Series Funds • Delaware

THIS SUB-ADVISORY AGREEMENT made as of the 1st day of August 2014, by and between FRANKLIN MUTUAL ADVISERS, LLC, a Delaware limited liability company (“FMA”), and FRANKLIN TEMPLETON INVESTMENT MANAGEMENT LIMITED, incorporated under the laws of England (“FTIML”).

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