Franklin Value Investors Trust Sample Contracts

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FRANKLIN VALUE INVESTORS TRUST on behalf of FRANKLIN MIDCAP VALUE FUND
Franklin Value Investors Trust • April 14th, 2005 • Delaware
FRANKLIN VALUE INVESTORS TRUST on behalf of FRANKLIN ALL CAP VALUE FUND
Investment Management Agreement • February 26th, 2008 • Franklin Value Investors Trust • Delaware
AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT SCHEDULE 1 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.
Franklin Value Investors Trust • February 26th, 2008

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.

on behalf of
Investment Advisory Agreement • February 27th, 2001 • Franklin Value Investors Trust • Delaware
FRANKLIN VALUE INVESTORS TRUST on behalf of FRANKLIN MIDCAP VALUE FUND
Franklin Value Investors Trust • August 29th, 2005 • Delaware
AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • September 21st, 1995 • Franklin Balance Sheet Investment Fund • Massachusetts
MASTER CUSTODY AGREEMENT EXHIBIT A 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.
Master Custody Agreement • February 27th, 2007 • Franklin Value Investors 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.

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 26th, 2016 • Franklin Value Investors Trust • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of November 2, 2015, is made between FRANKLIN VALUE INVESTORS TRUST, a Delaware statutory trust (the “Trust”), on behalf of FRANKLIN ALL CAP VALUE FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISORY SERVICES, LLC, a Delaware limited liability company (the “Adviser”).

MASTER CUSTODY AGREEMENT
Master Custody Agreement • February 26th, 2018 • Franklin Value Investors 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.

AGREEMENT AND DECLARATION OF TRUST of FRANKLIN VALUE INVESTORS TRUST a Delaware Statutory Trust
Agreement and Declaration of Trust • September 3rd, 2015 • Franklin Value Investors Trust • Delaware

THIS AGREEMENT AND DECLARATION OF TRUST is made as of this 5th day of December, 2014, by the Trustees hereunder and by the holders of Shares to be issued by Franklin Value Investors Trust (the “Trust”), as hereinafter provided.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • February 27th, 2014 • Franklin Value Investors 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.

AMENDED AND RESTATED FUND ADMINISTRATION AGREEMENT
Fund Administration Agreement • April 30th, 2013 • Franklin Value Investors Trust • California

This Agreement, dated as of February 28, 2012, is between FRANKLIN VALUE INVESTORS TRUST (the “Trust”), a Massachusetts business trust on behalf of FRANKLIN MIDCAP VALUE FUND (the “Fund”), and FRANKLIN TEMPLETON SERVICES, LLC (“Administrator”), and amends and restates the prior Fund Administration Agreement between the Trust on behalf of the Fund and Administrator.

AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • November 2nd, 2015 • Franklin Value Investors 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.

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FORM OF Franklin Value Investors Trust One Franklin Parkway
Franklin Value Investors Trust • September 3rd, 2015 • California

We, Franklin Value Investors Trust, (the “Fund”), comprise of the series listed on Attachment A (each a “Fund”, and collectively, the “Funds”) 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.

THIRD AMENDMENT TO FUND SERVICES AGREEMENT
Fund Services Agreement • February 24th, 2023 • Franklin Value Investors Trust • New York

This third Amendment (“Amendment”) to the FUND SERVICES AGREEMENT, dated January 22, 2020 among FRANKLIN TEMPLETON SERVICES, LLC (the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of March 12, 2021, and shall be effective as of March 12, 2021, between the Customer and J.P. Morgan.

TERMINAL LINK AGREEMENT
Terminal Link Agreement • February 27th, 2014 • Franklin Value Investors 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 FUND SERVICES AGREEMENT
Fund Services Agreement • February 26th, 2021 • Franklin Value Investors Trust • New York

This Amendment (“Amendment”) to the FUND SERVICES AGREEMENT, dated January 22, 2020 among FRANKLIN TEMPLETON SERVICES, LLC (the “Customer”) and JPMORGAN CHASE BANK, N.A. (“J.P. Morgan”), as amended from time to time (the “Agreement”), is made and entered into as of July 15, 2020, between the Customer and J.P. Morgan.

AMENDED AND RESTATED FOREIGN CUSTODY MANAGER AGREEMENT
Foreign Custody Manager Agreement • February 26th, 2016 • Franklin Value Investors 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 • February 24th, 2012 • Franklin Value Investors 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.

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • February 24th, 2023 • Franklin Value Investors Trust

THIS AGREEMENT, dated as of [___________], is made among each entity listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquiring Fund”), and each Acquired Fund listed on Schedule A (as amended from time to time), severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

FORM OF Selling Agreement May 1, 2010
Selling Agreement • February 25th, 2011 • Franklin Value Investors Trust • California

Franklin Templeton Distributors, Inc. (“we” or “us”) invites you to participate in the distribution of shares of the Franklin Templeton investment companies (the “Funds”) for which we now or in the future serve as principal underwriter, subject to the terms of this Agreement. We will notify you from time to time of the Funds that are eligible for distribution and the terms of compensation under this Agreement. This Agreement supersedes any prior dealer or selling agreements between us, as stated in Section 21, below.

TERMINAL LINK AGREEMENT EXHIBIT A
Terminal Link Agreement • February 24th, 2023 • Franklin Value Investors 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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC SECOND AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Franklin Value Investors Trust • February 24th, 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.

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Franklin Value Investors Trust a Delaware Statutory Trust
Agreement and Declaration • December 21st, 2018 • Franklin Value Investors Trust • Delaware

WHEREAS Franklin Value Investors Trust (the “Trust”) was formed on December 5, 2014 under the name “Franklin Value Investors Trust” by its Trustees by the filing of the Certificate of Trust with the Office of the Secretary of State of the State of Delaware pursuant to an Agreement and Declaration of Trust dated as of December 5, 2014 (the “Original Declaration of Trust”); and

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