0001379491-18-000416 Sample Contracts

Franklin Managed Trust on behalf of Franklin Rising Dividends Fund INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • January 29th, 2018 • Franklin Managed Trust • California

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of January 1, 2018, is made between FRANKLIN MANAGED TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN RISING DIVIDENDS FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”).

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MASTER CUSTODY AGREEMENT
Master Custody Agreement • January 29th, 2018 • Franklin Managed Trust

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 TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • January 29th, 2018 • Franklin Managed Trust • California

As the registered transfer agent and shareholder servicing agent for the Funds, FTIS is responsible for providing overall support for the customers of each Fund, including shareholders, financial advisors, distribution intermediaries, and other authorized representatives. FTIS controls the flow of the customer interactions, processes transactions, and handles inquiries while ensuring mitigation of operational, financial, regulatory, and reputational risk. FTIS is responsible for affecting activity in accordance with fund policies, (e.g. Rule 12b-1 payments, fund openings, reorganizations, closings), as well as required trade confirmations, statements, and tax reporting. FTIS maintains relationships with the back offices of intermediaries and ensures appropriate payments to intermediaries and other service vendors in accordance with this Agreement.

AMENDMENT TO FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • January 29th, 2018 • Franklin Managed Trust

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.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • January 29th, 2018 • Franklin Managed Trust

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.

FORM OF SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract for Fund Administrative Services • January 29th, 2018 • Franklin Managed Trust • California

This Subcontract, dated as of January 1, 2018, is between Franklin Advisers, Inc., a California corporation (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

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