fvitallcapvalue18f-3plan.htm - Generated by SEC Publisher for SEC Filing

FORM OF

MULTIPLE CLASS PLAN

ON BEHALF OF

FRANKLIN ALL CAP VALUE FUND

This Multiple Class Plan (the "Plan") has been adopted unanimously by the

Board of Trustees of FRANKLIN VALUE INVESTORS TRUST (the "Investment Company")

for its series, FRANKLIN ALL CAP VALUE FUND (the "Fund"). The Board has

determined that the Plan, including the expense allocation methods among the

classes, is in the best interests of each class of the Fund, the Fund and the

Investment Company as a whole. The Plan sets forth the provisions relating to

the establishment of multiple classes of shares of the Fund.

1. The Fund shall offer four classes of shares, to be known as Class A

Shares, Class C Shares, Class R Shares and Advisor Class Shares.

2. Class A Shares shall carry a front-end sales charge ranging from 0 % -

5.75 %, and Class C Shares, Class R Shares and Advisor Class Shares shall not be

subject to any front-end sales charges.

3. Class A Shares shall not be subject to a contingent deferred sales

charge ("CDSC"), except in the following limited circumstances. On investments

of $1 million or more, a contingent deferred sales charge of 1.00% of the lesser

of the then-current net asset value or the original net asset value at the time

of purchase applies to redemptions of those investments within the contingency

period of 18 months from the calendar month following their purchase. The CDSC

is waived in certain circumstances, as described in the Fund's prospectus and

statement of additional information ("SAI").

Class C Shares redeemed within 12 months of their purchase shall be

assessed a CDSC of 1.00% on the lesser of the then-current net asset value or

the original net asset value at the time of purchase. The CDSC is waived in

certain circumstances as described in the Fund's prospectus and SAI.

Class R Shares and Advisor Class Shares shall not be subject to any CDSC.

4. The distribution plan adopted by the Investment Company pursuant to

Rule 12b-1 under the Investment Company Act of 1940, as amended, (the "Rule

12b-1 Plan") associated with the Class A Shares may be used to compensate

Franklin/Templeton Distributors, Inc. (the "Distributor") or others for expenses

incurred in the promotion and distribution of the Class A Shares. Such expenses

include, but are not limited to, the printing of prospectuses and reports used

for sales purposes, expenses of preparing and distributing sales literature and

related expenses, advertisements, and other distribution-related expenses, any

distribution or shareholder servicing fees paid to securities firms or others

who provide personal assistance to shareholders in servicing their accounts and

have executed a servicing agreement with the Investment Company for the Class A

Shares, the Distributor or its affiliates.

The Rule 12b-1 Plan associated with the Class C has two components. The

first component is a shareholder servicing fee, to be paid to securities firms

or others who provide personal assistance to shareholders in servicing their

accounts and have executed a servicing agreement with the Investment Company for

the Class C, the Distributor or its affiliates. The second component is an

asset-based sales charge to be retained by the Distributor during the first year

after the sale of shares and, in subsequent years, to be paid to dealers or

retained by the Distributor to be used in the promotion and distribution of

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Class C, in a manner similar to that described above for Class A Shares.

The Rule 12b-1 Plan associated with the Class R Shares may be used to

compensate the Distributor or others for distribution activities and/or for

providing shareholder services. Distribution fees paid under the Rule 12b-1 Plan

may be retained by the Distributor to compensate the Distributor for amounts

advanced to securities dealers or their firms or others (including retirement

plan recordkeepers) with respect to the sale of Class R Shares. In addition,

such distribution fee payments may be retained by the Distributor to be used in

the promotion and distribution of Class R Shares in a manner similar to that

described above for Class A Shares, or may be paid out to dealers or others

(including retirement plan recordkeepers) that perform similar distribution

activities. Shareholder servicing fees may be paid to the Distributor or to

securities firms or others (including retirement plan recordkeepers) who have

executed a servicing agreement for Class R Shares with the Investment Company,

the Distributor or its affiliates as compensation for providing personal

assistance to shareholders or beneficial owners in servicing their accounts.

No Rule 12b-1 Plan has been adopted on behalf of the Advisor Class Shares

and, therefore, the Advisor Class Shares shall not be subject to deductions

relating to Rule 12b-1 fees.

The Rule 12b-1 Plans for the Class A, Class C and Class R Shares shall

operate in accordance with Rule 2830(d) of the Conduct Rules of the National

Association of Securities Dealers, Inc.

5. The only difference in expenses as between Class A, Class C, Class R

and Advisor Class Shares shall relate to differences in Rule 12b-1 plan

expenses, as described in the applicable Rule 12b-1 Plans; however, to the

extent that the Rule 12b-1 Plan expenses of one Class are the same as the Rule

12b-1 Plan expenses of another Class, such classes shall be subject to the same

expenses.

6. There shall be no conversion features associated with the Class A,

Class C, Class R and Advisor Class.

7. Shares of Class A, Class C, Class R and Advisor Class may be exchanged

for shares of another investment company within the Franklin Templeton Group of

Funds according to the terms and conditions stated in each fund's prospectus, as

it may be amended from time to time, to the extent permitted by the Act and the

rules and regulations adopted thereunder.

8. Each class will vote separately with respect to any Rule 12b-1 Plan

related to, or which now or in the future may affect, that class.

9. On an ongoing basis, the Board members of the Fund, pursuant to their

fiduciary responsibilities under the Act and otherwise, will monitor the Fund

for the existence of any material conflicts between the interests of the various

classes of shares. The Board members, including a majority of the Board members

who are not "interested persons" (as defined in the Act) of the Fund, its

investment manager or the Distributor and who have no direct, or indirect

financial interest in the operation of the Rule 12b-1 Plan (the "independent

Board members"), shall take such action as is reasonably necessary to eliminate

any such conflict that may develop. Franklin Advisory Services, LLC and

Franklin/Templeton Distributors, Inc. shall be responsible for alerting the

Board to any material conflicts that arise.

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10. All material amendments to this Plan must be approved by a majority of

the Board members, including a majority of the independent Board members.

11. I, Steven J. Gray, Vice President and Secretary of Franklin Value Investors Trust, do hereby certify that this Multiple Class Plan was adopted on behalf of the

Franklin All Cap Value Fund, by a majority of the Board members of the Fund,

including a majority of the independent Board members, on December 5, 2014.

-----------------

Steven J. Gray

Vice President and Secretary