0001379491-14-000182 Sample Contracts

FRANKLIN VALUE INVESTORS TRUST on behalf of FRANKLIN MIDCAP VALUE FUND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 27th, 2014 • Franklin Value Investors Trust • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of May 1, 2013, is made between FRANKLIN VALUE INVESTORS TRUST, a Massachusetts business trust (the “Trust”), on behalf of FRANKLIN MIDCAP VALUE FUND (the “Fund”), a series of the Trust, and FRANKLIN ADVISORY SERVICES, LLC, a Delaware limited liability company (the “Adviser”), and amends and restates the prior Investment Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser, dated as of July 1, 2005.

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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.

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.

FRANKLIN VALUE INVESTORS TRUST on behalf of FRANKLIN LARGE CAP VALUE FUND AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 27th, 2014 • Franklin Value Investors Trust • Delaware

THIS INVESTMENT MANAGEMENT AGREEMENT, dated as of May 1, 2013, is made between FRANKLIN VALUE INVESTORS TRUST, a Massachusetts business trust (the "Trust") on behalf of FRANKLIN LARGE CAP VALUE FUND (the "Fund"), a series of the Trust, and FRANKLIN ADVISORY SERVICES LLC, a Delaware limited liability company (the "Adviser"), and amends and restates the prior Investment Advisory Agreement between the Trust, on behalf of the Fund, and the Adviser, dated as of June 1, 2000.

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