Franklin Mutual Series Funds – ‘485BPOS’ on 6/18/96 – EX-4.(E)

As of:  Tuesday, 6/18/96   ·   Effective:  6/18/96   ·   Accession #:  1005477-96-162   ·   File #s:  33-18516, 811-05387

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Post-Effective Amendment No. 19                       59    319K 
 2: EX-1.(D)    Articles of Supplementary                              2      9K 
 3: EX-4.(E)    Form of Certificate                                    2     10K 
 4: EX-5.(E)    Form of Investment Advisory Agreement                  7     25K 
 5: EX-10.(B)   Opinion and Consent of Miles & Stockbridge             1      9K 
 6: EX-11.(A)   Opinions and Consent of Ernst & Young LLP              1      7K 
 7: EX-14.(F)   Employee Worksheet/Application Retirement Plan         4±    22K 
 8: EX-18.(A)   Action by Sole Shareholder                             1      8K 
 9: EX-18.(B)   Form of Subscription by Sole Shareholder               1      8K 
10: EX-27       Financial Data Schedule Series 1                       2±    10K 
11: EX-27       Financial Data Schedule Series 2                       2±    10K 
12: EX-27       Financial Data Schedule Series 3                       2±    10K 
13: EX-27       Financial Data Schedule Series 4                       2±    10K 

EX-4.(E)   —   Form of Certificate

EX-4.(E)
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COMMON STOCK                                                        COMMON STOCK

 MUTUAL SERIES FUND INC.

INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

MUTUAL EUROPEAN FUND

THIS IS TO CERTIFY that                                    CUSIP                

                                                     SEE REVERSE FOR
                                                           CERTAIN ABBREVIATIONS

                                                    ACCOUNT NUMBER

                                                    078-0000000000

Is the owner of                                                                 

full paid and non-assessable shares of the Mutual European Fund of the par value
of $.001, of MUTUAL SERIES FUND INC.  ("Corporation")  transferable on the books
of the  Corporation by said owner in person or by duly authorized  attorney,  on
surrender of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all the provisions of
the Laws of the State of Maryland, Articles of Incorporation and the By-Laws and
all amendments thereto.                                                         

     This certificate is not valid unless  countersigned  by the Transfer Agent.
     WITNESS the facsimile seal of the Corporation and the facsimile  signatures
of its duly authorized officers.                                                

Dated                                                                 

/s/ Elizabeth Cohernour                                   /s/ Michael F. Price  
 SECRETARY                                                 PRESIDENT

COUNTERSIGNED                                                                   

PFPC Inc.                                                 

BY                                                                              

TRANSFER, AUTHORIZED SIGN                                                       

EX-4.(E)
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     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:                                    

TEN COM -- as tenants in common                                       
TEN ENT -- as tenants by the entireties                               
JT TEN  -- as joint tenants with right of                             
survivorship and not as                         
tenants in common                               

UNIF GIFT MIN ACT -- _______ Custodian _________                      
(Cust.)            (Minor)  

Under Uniform Gifts to Minors Act                           
---------------------------------                           
(State)                             

Additional abbreviations may also be used though not in the above list. 

For Value Received, __________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER                                          
IDENTIFYING NUMBER OF ASSIGNEE                                            

--------------------------------------                                          

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(Please Print or Typewrite Name and Address, including Zip Code, of Assignee) 

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___________________________________________________________________Shares of the
Mutual  European  Fund  represented  by the  within  Certificate,  and do hereby
irrevocably constitute and appoint                                              
________________________________________________________________________Attorney
to transfer  the said stock on the books of the within  named  Corporation  with
full power of substitution in the premises.                                     

Dated___________________                                                        

   Signature Guaranteed. ___________________________________________________
                       Signature must be guaranteed by a Commercial Bank
                         or Trust Company, or by a member firm of a national
securities exchange.      

     NOTICE:  The signature to this  assignment must correspond with the name as
written  upon  the  face  of  the  Certificate,  in  every  particular,  without
alteration or enlargement, or any change whatever.