0001379491-18-006401 Sample Contracts

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

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AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • December 21st, 2018 • Franklin Value Investors Trust

This Amendment is dated as of the first day of June, 2018, by and between Each of the Investment Companies Listed on Schedule 1 hereto for itself and for Each of its Series listed on Schedule 1 hereto (the “Client”), and The Bank of New York Mellon (formerly The Bank of New York) (the “Custodian”).

FRANKLIN VALUE INVESTORS TRUST on behalf of FRANKLIN MICROCAP VALUE FUND AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • December 21st, 2018 • Franklin Value Investors Trust • Delaware

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT made between Franklin Value Investors Trust, a Delaware statutory trust (the “Trust”), on behalf of Franklin MicroCap Value Fund (the “Fund”), a series of the Trust, and FRANKLIN MUTUAL ADVISERS, LLC, a Delaware limited liability company, (the “Manager”), amends and restates the prior Investment Management Agreement between the Trust, on behalf of the Fund, and FRANKLIN ADVISORY SERVICES, LLC, dated as of November 2, 2015.

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