0001741773-23-001309 Sample Contracts

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 27th, 2023 • Franklin Mutual Series Funds • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of [___________], 2023, is made between FRANKLIN MUTUAL SERIES FUNDS, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN MUTUAL INTERNATIONAL VALUE 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 Amended and Restated Investment Management Agreements between the Trust, on behalf of the Fund, and the Adviser, dated as of July 1, 2014.

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FRANKLIN TEMPLETON INVESTOR SERVICES, LLC SECOND AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • April 27th, 2023 • 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.

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