0000856119-15-000025 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • September 3rd, 2015 • Franklin Value Investors Trust • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of [________], 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”).

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MASTER CUSTODY AGREEMENT
Master Custody Agreement • September 3rd, 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 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 • September 3rd, 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.

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.

FORM OF FRANKLIN VALUE INVESTORS TRUST on behalf of FRANKLIN BALANCE SHEET INVESTMENT FUND MANAGEMENT AGREEMENT
Management Agreement • September 3rd, 2015 • Franklin Value Investors Trust • Delaware

THIS MANAGEMENT AGREEMENT made between FRANKLIN VALUE INVESTORS TRUST, a Delaware statutory trust (the “Trust”), on behalf of its series FRANKLIN BALANCE SHEET INVESTMENT FUND, hereinafter called the “Fund”, and FRANKLIN ADVISORY SERVICES, LLC, a Delaware limited liability company, hereinafter called the “Manager.”

TERMINAL LINK AGREEMENT
Terminal Link Agreement • September 3rd, 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 Master Custody Agreement dated as of February 16, 1996.

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • September 3rd, 2015 • Franklin Value Investors Trust • California

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made and entered into as of ______________, 2015 by and among Franklin Value Investors Trust, a Massachusetts business trust ( “Assignor”), Franklin Value Investors Trust, a Delaware statutory trust (the “Assignee”), and Franklin Templeton Investor Services, LLC ( “Transfer Agent”).

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • September 3rd, 2015 • Franklin Value Investors Trust • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made and entered into as of ______________, 2015 by and among Franklin Value Investors Trust, a Massachusetts business trust (“Assignor”), Franklin Value Investors Trust, a Delaware statutory trust (“Assignee”), and The Bank of New York Mellon (the “Bank”).

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