0000825063-09-000023 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 27th, 2009 • Franklin Mutual Series Funds • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT made between FRANKLIN MUTUAL SERIES FUNDS, a Delaware statutory trust (the “Trust”), on behalf of MUTUAL BEACON FUND (the “Fund”), a series of the Trust, and FRANKLIN MUTUAL ADVISERS, LLC, a Delaware limited liability company (the “Adviser”). WHEREAS, the Trust has been organized and intends to operate as an investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”), for the purpose of investing and reinvesting its assets in securities, as set forth in its Agreement and Declaration of Trust, its By-Laws and its Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, all as heretofore and hereafter amended and supplemented; and the Trust desires to avail itself of the services, information, advice, assistance and facilities of an investment manager and to have an investment manager perform various management, statistical, research, investment advisory and other services for the

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FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • May 27th, 2009 • Franklin Mutual Series Funds

AGREEMENT dated as of May 1, 2008 between FRANKLIN MUTUAL SERIES FUNDS (the “Investment Company”), a Delaware Statutory trust, on behalf of each of the Funds listed on the attached Schedule I (each, the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”). In consideration of the mutual agreements herein made, the parties hereby agree as follows:

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • May 27th, 2009 • 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 Foreign Custody Manager Agreement dated as of May 16, 2001.

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