Franklin Value Investors Trust Sample Contracts

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FRANKLIN VALUE INVESTORS TRUST on behalf of FRANKLIN MIDCAP VALUE FUND
Investment Advisory Agreement • August 29th, 2005 • Franklin Value Investors Trust • Delaware
FRANKLIN VALUE INVESTORS TRUST on behalf of FRANKLIN ALL CAP VALUE FUND
Investment Management Agreement • March 15th, 2007 • Franklin Value Investors Trust • Delaware
on behalf of
Investment Advisory Agreement • February 27th, 2001 • 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.
Foreign Custody Manager Agreement • February 26th, 2008 • 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.

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.

AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • September 21st, 1995 • Franklin Balance Sheet Investment Fund • Massachusetts
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Franklin Value Investors Trust a Delaware Statutory Trust
Agreement and Declaration of Trust • 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

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.

Franklin Value Investors Trust One Franklin Parkway San Mateo, California 94403-1906
Distribution Agreement • February 26th, 2018 • Franklin Value Investors Trust • 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.

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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC SECOND AMENDED AND RESTATED TRANSFER AGENT AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agent and Shareholder Services Agreement • February 24th, 2023 • Franklin Value Investors 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.

AGREEMENT AND DECLARATION OF TRUST of FRANKLIN VALUE INVESTORS TRUST a Delaware Statutory Trust
Trust Agreement • 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.

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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • February 26th, 2015 • Franklin Value Investors 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;

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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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Transfer Agent and Shareholder Services Agreement • February 26th, 2018 • Franklin Value Investors Trust • California

As the registered transfer agent and shareholder servicing agent for the Funds, FTIS is responsible for providing overall support for the customers of each Fund, including shareholders, financial advisors, distribution intermediaries, and other authorized representatives. FTIS controls the flow of the customer interactions, processes transactions, and handles inquiries while ensuring mitigation of operational, financial, regulatory, and reputational risk. FTIS is responsible for affecting activity in accordance with fund policies, (e.g. Rule 12b-1 payments, fund openings, reorganizations, closings), as well as required trade confirmations, statements, and tax reporting. FTIS maintains relationships with the back offices of intermediaries and ensures appropriate payments to intermediaries and other service vendors in accordance with this Agreement.

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.

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.

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.

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.

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

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