0001379491-18-000862 Sample Contracts

MASTER CUSTODY AGREEMENT
Master Custody Agreement • February 26th, 2018 • 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.

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AMENDMENT TO MASTER CUSTODY AGREEMENT
Master Custody Agreement • February 26th, 2018 • 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.

FRANKLIN TEMPLETON INVESTOR SERVICES, LLC AMENDED AND RESTATED
Franklin Value Investors Trust • February 26th, 2018 • California

As the registered transfer agent and shareholder servicing agent for the Funds, FTIS is responsible for providing overall support for the customers of each Fund, including shareholders, financial advisors, distribution intermediaries, and other authorized representatives. FTIS controls the flow of the customer interactions, processes transactions, and handles inquiries while ensuring mitigation of operational, financial, regulatory, and reputational risk. FTIS is responsible for affecting activity in accordance with fund policies, (e.g. Rule 12b-1 payments, fund openings, reorganizations, closings), as well as required trade confirmations, statements, and tax reporting. FTIS maintains relationships with the back offices of intermediaries and ensures appropriate payments to intermediaries and other service vendors in accordance with this Agreement.

SUBCONTRACT FOR FUND ADMINISTRATIVE SERVICES
Subcontract For • February 26th, 2018 • Franklin Value Investors Trust • California

This Subcontract, dated as of November 2, 2015, is between Franklin Advisory Services, LLC, a Delaware limited liability company (the “Investment Manager”), and Franklin Templeton Services, LLC (“Administrator”).

Franklin Value Investors Trust One Franklin Parkway San Mateo, California 94403-1906
Value Investors Trust • February 26th, 2018 • Franklin Value Investors Trust • 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.

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