0001379491-11-001252 Sample Contracts

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • December 28th, 2011 • Templeton China World Fund • California

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 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 formerly known as Franklin Administrative Services, Inc. This Agreement supersedes prior Shareholder Services Agreements between the parties, as stated below in section 16(d).

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AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • December 28th, 2011 • Templeton China World Fund

This Amendment dated as of May 1, 2011, is to the Investment Management Agreement made as of the 3rd day of December, 2002 and amended and restated as of the 4th day of June, 2004 (the “Agreement”) by and between Templeton Asset Management Ltd., a U.S. registered investment adviser and a corporation organized under the laws of Singapore (the “Manager”), and Templeton China World Fund (the “Fund”).

TEMPLETON CHINA WORLD FUND Fort Lauderdale, Florida 33394-3091
Templeton China World • December 28th, 2011 • Templeton China World Fund • California

We, Templeton China World Fund (the “Fund”), 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.

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