ADDENDUM TO
INVESTMENT MANAGEMENT AGREEMENT
This Addendum dated January 1, 2008, is to the Investment Management
Agreement made as of April 1, 1999, (the "Agreement") by and between Franklin
Value Investors Trust, a Massachusetts business trust (the "Trust"), on behalf
of FRANKLIN BALANCE SHEET INVESTMENT FUND (the "Fund"), series of the Trust, and
Franklin Advisory Services, LLC, a Delaware limited liability company, (the
"Manager").
WHEREAS, both the Manager and the Trust wish to revised the investment
management fee schedule of the Agreement; and
WHEREAS, the Board of Trustees of the Trust, including a majority of the
Independent Trustees of the Trust present in person, approved the following
addendum at a meeting on December 3, 2007.
NOW, THEREFORE, in consideration of the foregoing premises, the parties
hereto agree as follows:
A. For purposes of calculating such fee, the value of the net assets of the
Fund shall be the net assets computed as of the close of business on the
last business day of the month preceding the month in which the payment is
being made, determined in the same manner as the Fund uses to compute the
value of its net assets in connection with the determination of the net
asset value of the Fund's shares, all as set forth more fully in the Fund's
current prospectus and statement of additional information. The annual rate
of the management fee shall be as follows:
0.625% of the value of net assets up to and
including $100 million;
0.500% of the value of net assets over $100
million and not over $250 million;
0.450% of the value of net assets over $250
million and not over $7.5 billion;
0.440% of the value of net assets over $7.5
billion and not over $10 billion;
0.430% of the value of net assets over $10 billion
and not over
$12.5 billion;
0.420% of the value of net assets over $12.5
billion and not over $15 billion; and
0.400% of the value of net assets in excess
of $15 billion.
IN WITNESS WHEREOF, this Addendum has been executed on behalf of each
party as of the date set forth above.
FRANKLIN VALUE INVESTORS TRUST
on behalf of Franklin Balance Sheet Investment Fund
By:
/S/XXXXX X. XXXX
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Xxxxx X. Xxxx
Title: Secretary
FRANKLIN ADVISORY SERVICES, LLC
By:
/S/XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx
Title: President
