0001741773-22-001277 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2022 • Franklin Mutual Series Funds • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of July 1, 2015, and amended as of June 1, 2021, is made between FRANKLIN MUTUAL SERIES FUNDS, a Delaware statutory trust (the “Trust”), on behalf of MUTUAL GLOBAL DISCOVERY 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, and amended as of June 1, 2011 and July 1, 2014.

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Franklin Mutual Series Funds
Distribution Agreement • April 27th, 2022 • Franklin Mutual Series Funds

We, Franklin Mutual Series Funds (the “Trust”), comprised of the series listed on Attachment A (each a “Fund”, and collectively, the “Funds”), are 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 are registered under 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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC
Transfer Agent and Shareholder Services Agreement • April 27th, 2022 • Franklin Mutual Series Funds

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 each series, if any, of the Investment Company which now exists or may hereafter be created (individually, a "Fund" and collectively, the "Funds") and FRANKLIN TEMPLETON INVESTOR SERVICES, LLC ("FTIS"), a registered transfer agent. This Agreement supersedes the Amended and Restated Transfer Agent and Shareholder Services Agreement between the parties.

AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • April 27th, 2022 • Franklin Mutual Series Funds • New York

This Amendment (“Amendment”) to the FUND SERVICES AGREEMENT, dated January 22, 2020 among FRANKLIN TEMPLETON SERVICES, LLC (the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of January 27, 2021 and shall be effective as of January 29, 2021, between the Customer and J.P. Morgan.

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • April 27th, 2022 • Franklin Mutual Series Funds

THIS AGREEMENT, dated as of [___________], is made among each entity listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquiring Fund”), and each Acquired Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

TERMINAL LINK AGREEMENT EXHIBIT A
Terminal Link Agreement • April 27th, 2022 • 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 Master Custody Agreement dated as of February 16, 1996.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • April 27th, 2022 • Franklin Mutual Series Funds

This Amendment is dated as of the 7th day of April 2022, by and between each of the Investment Companies listed on Exhibit A hereto (the “Fund”) for itself and for each of its Series listed on Exhibit A hereto, and The Bank of New York Mellon (formerly The Bank of New York) (the “Custodian”). Capitalized terms used but not defined herein shall have the meanings given in the Agreement (defined below).

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