0001379491-16-002686 Sample Contracts

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”).

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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.

FRANKLIN VALUE INVESTORS TRUST on behalf of FRANKLIN SMALL CAP VALUE FUND MANAGEMENT AGREEMENT
Management Agreement • February 26th, 2016 • Franklin Value Investors Trust • Delaware

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

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • February 26th, 2016 • Franklin Value Investors Trust • California

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made and entered into as of November 2, 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”).

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