0001535538-11-000007 Sample Contracts

AGREEMENT AND DECLARATION OF TRUST of FRANKLIN ALTERNATIVE STRATEGIES FUNDS a Delaware Statutory Trust
Trust Agreement • December 6th, 2011 • Franklin Alternative Strategies Funds • Delaware
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AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • December 6th, 2011 • Franklin Alternative Strategies 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.

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • December 6th, 2011 • Franklin Alternative Strategies Funds

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.

MASTER CUSTODY AGREEMENT
Master Custody Agreement • December 6th, 2011 • Franklin Alternative Strategies Funds

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.

AMENDMENT
Master Custody Agreement • December 6th, 2011 • Franklin Alternative Strategies Funds

Amendment made as of May 16, 2001 to that certain Master Custody Agreement dated as of February 16, 1996, as thereafter amended, between each of the investment companies listed on Schedule 1 hereto (each, a “Fund”) and The Bank of New York (“Custodian”) (such Master Custody Agreement hereinafter referred to as the “Custody Agreement”).

FORM OF SUBADVISORY AGREEMENT FRANKLIN ALTERNATIVE STRATEGIES FUNDS on behalf of FRANKLIN PELAGOS MANAGED FUTURES STRATEGY FUND
Subadvisory Agreement • December 6th, 2011 • Franklin Alternative Strategies Funds • California

THIS SUBADVISORY AGREEMENT made as of October __, 2011 by and between FRANKLIN ADVISERS, INC., a corporation organized and existing under the laws of the State of California (hereinafter called “FAV”), and PELAGOS CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (hereinafter called “PELAGOS”).

FORM OF \INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 6th, 2011 • Franklin Alternative Strategies Funds • California

THIS INVESTMENT MANAGEMENT AGREEMENT made between FRANKLIN ALTERNATIVE STRATEGIES FUNDS, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN PELAGOS MANAGED FUTURES STRATEGY FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISERS, INC., a California corporation (the “Manager”).

FRANKLIN ALTERNATIVE STRATEGIES FUNDS One Franklin Parkway San Mateo, California 94403-1906
Placement Agent Agreement • December 6th, 2011 • Franklin Alternative Strategies Funds

We, Franklin Alternative Strategies Funds, (the “Fund”), comprise of the series listed on Attachment A, is a Delaware statutory trust operating as an open-end management investment company or “mutual fund,” which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and whose shares will be issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”). We desire to issue one or more series or classes of our authorized but unissued shares of capital stock or beneficial interest (the “Shares”) to authorized persons in accordance with applicable Federal and State securities laws. The Fund’s Shares may be made available in one or more separate series, each of which may have one or more classes.

FORM OF
Fund Administration Agreement • December 6th, 2011 • Franklin Alternative Strategies Funds

AGREEMENT dated as of _____________ between FRANKLIN ALTERNATIVE STRATEGIES FUNDS (the “Investment Company”), a Delaware Statutory trust, on behalf of FRANKLIN PELAGOS COMMODITIES STRATEGY FUND (the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”).

FORM OF
Fund Administration Agreement • December 6th, 2011 • Franklin Alternative Strategies Funds

AGREEMENT dated as of _____________ between FRANKLIN ALTERNATIVE STRATEGIES FUNDS (the “Investment Company”), a Delaware Statutory trust, on behalf of FRANKLIN PELAGOS MANAGED FUTURES STRATEGY FUND (the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”).

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