Franklin Managed Trust Sample Contracts

INVESTMENT COMPANIES By: /S/ DEBORAH R. GATZEK Deborah R. Gatzek Title: Vice President & Secretary THE BANK OF NEW YORK By: /S/ STEPHEN E. GRUNSTON Stephen E. Grunston Title: Vice President THE BANK OF NEW YORK MASTER CUSTODY AGREEMENT EXHIBIT A
Custody Agreement • January 29th, 1998 • Franklin Managed Trust

The Bank of New York and each of the Investment Companies listed on Exhibit A, for itself and on behalf of its specified series, hereby amend the Master Custody Agreement dated as of February 16, 1996, by replacing Exhibit A with the attached.

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AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • January 28th, 2008 • Franklin Managed Trust • Delaware
MASTER CUSTODY AGREEMENT EXHIBIT A
Master Custody Agreement • January 29th, 2002 • Franklin Managed Trust

Franklin Federal Tax- Free California Corporation Income Fund ------------------------------------------------------------------------------------------------------------------------------------ INVESTMENT COMPANY ORGANIZATION SERIES ---(if applicable) ------------------------------------------------------------------------------------------------------------------------------------

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”).

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.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Franklin Managed Trust a Delaware Statutory Trust
Agreement and Declaration of Trust • January 25th, 2019 • Franklin Managed Trust • Delaware
AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • January 28th, 2014 • 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.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • January 25th, 2019 • Franklin Managed Trust

This Amendment is dated as of the first day of June, 2018, by and between Each of the Investment Companies Listed on Exhibit A hereto for itself and for Each of its Series listed on Exhibit A hereto (the “Client”), and The Bank of New York Mellon (formerly The Bank of New York) (the “Custodian”).

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • January 26th, 2012 • 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 26th, 2016 • 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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC SECOND AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • January 26th, 2024 • Franklin Managed Trust

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.

TERMINAL LINK AGREEMENT
Terminal Link Agreement • January 28th, 2014 • 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.

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 26th, 2021 • Franklin Managed Trust

This Amendment (“Amendment”), dated as of the 25th day of February, 2020, is entered into separately by and between each Investment Company listed on Exhibit A to the Agreement (as defined below) (each an “Investment Company”) and The Bank of New York Mellon (formerly, The Bank of New York) (the “Custodian”).

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC
Franklin Managed Trust • January 26th, 2023

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.

TERMINAL LINK MASTER CUSTODY AGREEMENT EXHIBIT A (Effective as of February 2020)
Master Custody Agreement • January 26th, 2021 • 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.

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AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • January 26th, 2022 • Franklin Managed Trust

This Amendment is dated as of the 29th day of January 2021, 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).

TERMINAL LINK MASTER CUSTODY AGREEMENT
Master Custody Agreement • January 26th, 2017 • 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.

SUPPLEMENT TO THE MASTER CUSTODY AGREEMENT HONG KONG - CHINA CONNECT SERVICE
Franklin Managed Trust • January 26th, 2021

This Letter relates to the Hong Kong - China Connect Service (as referenced in the Rules of the Stock Exchange of Hong Kong and as hereafter referred to in this Letter, the China Connect Service or Connect). Connect is a trading and clearing service established between Shanghai Stock Exchange, Shenzhen Stock Exchange, China Securities Depository and Clearing Corporation Limited (China Connect Clearing House), Hong Kong Exchanges and Clearing Limited, China Foreign Exchange Trade System & National Interbank Funding Centre (CFETS), China Central Depository & Clearing (CCDC), Shanghai Clearing House (SCH), the Central Moneymarkets Unit of the Monetary Authority of Hong Kong (CMU), the Stock Exchange of Hong Kong (SEHK) and the Hong Kong Stock Exchange’s clearing and nominee company, Hong Kong Securities Clearing Company Ltd. (HKSCC). The service applies to listed stock/securities on a China Connect Market (China Connect Listed Stock) and bonds traded on the China Interbank Bond Market (Ch

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • January 28th, 2011 • 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.

AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration • December 1st, 1999 • Franklin Managed Trust • Delaware
AMENDED AND RESTATED SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Fund Administrative Services • January 28th, 2013 • Franklin Managed Trust • California

This Subcontract, dated as of February 28, 2012, is between Franklin Advisory Services, LLC, a Delaware limited liability company (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”) and amends and restates the prior Subcontract for Fund Administrative Services between the parties dated as of January 1, 2001.

Agreement and Plan of Reorganization
Agreement and Plan of Reorganization • June 17th, 2016 • Franklin Managed Trust • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made as of this 29th day of April, 2016, by and between Franklin Managed Trust (“FMT”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Franklin Parkway, San Mateo, CA 94403, on behalf of its series, Franklin Rising Dividends Fund (the “Acquiring Fund”), and Franklin Value Investors Trust (“FVIT”), a statutory trust created under the laws of the State of Delaware, with its principal place of business at One Franklin Parkway, San Mateo, CA 94403, on behalf of its series, Franklin Large Cap Value Fund (the “Target Fund”). Franklin Advisory Services, LLC (“FAS”), a Delaware limited liability company, investment manager to the Acquiring Fund and the Target Fund, joins this Plan solely for purposes of Section 7.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Shareholder Services Agreement • January 26th, 2015 • Franklin Managed Trust • California

o Maintain records of (i) issued Shares and (ii) number of Shareholders and their aggregate Shareholdings classified according to their residence in each State of the United States or foreign country;

Special Servicing Agreement
Special Servicing Agreement • January 26th, 2012 • Franklin Managed Trust • California

THIS AGREEMENT is dated December 2, 2009 and effective as of May 1, 2009, and is between and among the “Underlying Funds,” the “Top-Tier Funds” and the “Service Providers,” as each is defined below. This Agreement sets forth the principles and arrangements whereby the Underlying Funds will bear some or all of the Operating Expenses, as defined below, of the Top-Tier Funds.

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