N-CSRS 1 d901585dncsrs.htm FRANKLIN MUTUAL SERIES FUNDS FRANKLIN MUTUAL SERIES FUNDS

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM N-CSRS

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05387

 

 

Franklin Mutual Series Funds

(Exact name of registrant as specified in charter)

 

 

101 John F. Kennedy Parkway, Short Hills, NJ 07078-2705

(Address of principal executive offices) (Zip code)

 

 

Craig S. Tyle, One Franklin Parkway, San Mateo, CA 94403-1906

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (210) 912-2100

Date of fiscal year end: 12/31

Date of reporting period: 06/30/20

 

 

 


Item 1.

Reports to Stockholders.


LOGO

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Internet Delivery of Fund Reports Unless You Request Paper Copies: Effective January 1, 2021, as permitted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request them from the Fund or your financial intermediary. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you have not signed up for electronic delivery, we would encourage you to join fellow shareholders who have. You may elect to receive shareholder reports and other communications electronically from the Fund by calling (800) 632-2301 or by contacting your financial intermediary.

You may elect to continue to receive paper copies of all your future shareholder reports free of charge by contacting your financial intermediary or, if you invest directly with a Fund, calling (800) 632-2301 to let the Fund know of your request. Your election to receive reports in paper will apply to all funds held in your account.


SHAREHOLDER LETTER

Dear Franklin Mutual Beacon Fund Shareholder:

 

During the six months ended June 30, 2020, global equity markets were extremely volatile and declined as the spread of the novel coronavirus (COVID-19)—first reported in December and initially centered in China—disrupted economic activity and contributed to negative investor sentiment for risk assets. Share prices plunged dramatically, pulling global equities from near-record levels in mid-February before bottoming in late March. Global stocks snapped back in April and May but moderated in June to close the period significantly above the market trough, although still in negative territory. The broad U.S. equity market, as measured by the Standard & Poor’s® 500 Index, finished the period down -3.08%, and global stocks, as measured by the MSCI World Index, retreated -5.48%.1

As the period opened, major equity markets were rallying, lifted by China and the United States’ Phase-One trade agreement that was intended to serve as the foundation of a comprehensive settlement of two years of tariff one-upmanship between the world’s two largest economies. Then, COVID-19 emerged and upended these and other plans.

The spread of the pandemic evolved into a global public health crisis, and countries around the world implemented lockdown and physical distancing measures intended to “flatten the curve” of the contagion. Consumer and business spending fell, and manufacturing and other activity came to a virtual halt. Consequently, the world’s major economies fell into recession—including an end to the record-long U.S. expansion—and projections about the economic fallout exceeded that of the 2007–2009 Global Financial Crisis.

In response, central banks expanded their mandates to support economies and markets. The U.S. Federal Reserve (Fed) and the U.S. Congress undertook unprecedented monetary and fiscal stimulus that included lowering the federal funds rate to a range of 0.00%–0.25%; initiating open-ended quantitative easing; pledging to purchase short-dated investment-grade corporate debt and exchange-traded funds; sending checks directly to millions of Americans; expanding unemployment insurance; and

offering billions in loans to both small and large businesses. The European Union approved a 750 billion (US$825 billion) COVID-19 recovery fund that recommended financial burden sharing among member states.

Policymakers’ “whatever-it-takes” approach lifted investor sentiment, and stock prices surged. Rates of infection in some of the viral epicenters around the world slowed, and government officials, eager to restart economies, embarked on a gradual, albeit uneven, reopening.

In the period’s final month, the market rally continued but slowed considerably as the number of new, daily COVID-19 diagnoses spiked in U.S. states that were among the first to reopen. These trends may have worsened as many restless citizens, locked down since March, were less than diligent about adhering to social distancing and face-covering guidelines.

In late June, the Fed released the results of its annual Comprehensive Capital Analysis and Review report of large banks, better known as stress tests, and concluded that “banks can remain strong in the face of even the harshest shocks.” Nevertheless, the Fed capped dividends of banks at current levels and halted share buybacks until after the third quarter. Bank stocks reacted negatively to this development.

Market volatility and economic uncertainty can often present what we consider opportunities. We used our bottom-up, fundamentally driven investment process to add select positions that historically have not met our investment criteria but were now, in our opinion, attractively valued, and to move capital between existing positions to reflect market shifts. We believe this approach may offer meaningful upside potential and a degree of downside protection in periods of financial market turbulence. While the current level of uncertainty may be unnerving, it is important to remember that the market historically rewards investors who take a long-term perspective. To that end, we recognize the importance of financial advisors in today’s markets and encourage investors to continue to seek their advice. Amid changing

 

 

1. Source: Morningstar.

See www.franklintempletondatasources.com for additional data provider information.

 

 
   Not FDIC Insured | May Lose Value |  No Bank Guarantee 

 

     
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markets and economic conditions, we are confident investors with a well-diversified portfolio and a patient, long-term outlook should be well-positioned for the years ahead.

On the following pages, the portfolio management team reviews investment decisions that pertain to performance during the past six months considering the economic environment and other factors. Please remember all securities markets fluctuate, as do mutual fund share prices.

We thank you for investing with Franklin Templeton, welcome your questions and comments, and look forward to continuing to serve your investment needs in the years ahead.

Sincerely,

Peter A. Langerman

Chairman, President and Chief Executive Officer

Franklin Mutual Advisers, LLC

This letter reflects our analysis and opinions as of June 30, 2020, unless otherwise indicated. The information is not a complete analysis of every aspect of any market, country, industry, security or fund. Statements of fact are from sources considered reliable.

Contents

 

        

Semiannual Report

  

Franklin Mutual Beacon Fund

     3  

Performance Summary

     8  

Your Fund’s Expenses

     10  

Financial Highlights and Statement of Investments

     11  

Financial Statements

     22  

Notes to Financial Statements

     27  

Shareholder Information

     39  

 

Visit franklintempleton.com for fund updates, to access your account, or to find helpful financial planning tools.
 

 

     

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SEMIANNUAL REPORT

Franklin Mutual Beacon Fund

 

This semiannual report for Franklin Mutual Beacon Fund covers the period ended June 30, 2020.

Your Fund’s Goal and Main Investments

The Fund’s principal investment goal is capital appreciation, which may occasionally be short term. The secondary goal is income. Under normal market conditions, the Fund invests primarily in equity securities of U.S. and foreign companies that we believe are available at market prices less than their intrinsic value. The equity securities in which the Fund invests are primarily common stock, with a current focus on mid- and large-cap companies. To a lesser extent, the Fund also invests in merger arbitrage securities and the debt and equity of distressed companies. The Fund may invest a substantial portion, potentially up to 100% of its assets, in foreign securities, which may include sovereign debt and participations in foreign government debt. The Geographic Composition bar chart on this page lists the leading countries where the Fund invests.

Performance Overview

The Fund’s Class Z shares posted a -16.71% cumulative total return for the six months ended June 30, 2020. In comparison, the Fund’s benchmark, the MSCI World Index (USD), which tracks stock performance in global developed markets, posted a -5.48% total return.1 You can find more of the Fund’s performance data in the Performance Summary beginning on page 8.

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

Economic and Market Overview

Global developed and emerging market equities, as measured by the MSCI All Country World Index (USD), posted a -5.99% total return during the six months under review.1 Stocks fell sharply in early 2020 as countries around the world implemented lockdown measures in an effort to

Geographic Composition*

Based on Total Net Assets as of 6/30/20

 

LOGO

*Figures are stated as a percentage of total and may not equal 100% or may be negative due to rounding, use of any derivatives, unsettled trades or other factors. The Fund held 36.6% of total net assets in foreign securities.

slow the spread of the novel coronavirus (COVID-19). Global supply chain disruptions, business and personal restrictions, and subdued consumer spending drove many investors to sell equity holdings in favor of perceived safe investments such as government bonds and cash. While global equities, notably in the U.S., rebounded in April and May amid optimism about easing lockdown restrictions, concerns about a second wave of infections hindered equities in June, as investors weighed the possibility of renewed restrictions.

In the U.S., government mandates to mitigate the COVID-19 pandemic severely impacted the economy beginning in

 

 

1. Source: Morningstar.

The index is unmanaged and includes reinvestment of any income or distributions. It does not reflect any fees, expenses or sales charges. One cannot invest directly in an index, and an index is not representative of the Fund’s portfolio.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments (SOI).

The SOI begins on page 16.

 

     
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FRANKLIN MUTUAL BEACON FUND

    

 

March 2020. As a result, the unemployment rate surged to 14.7% in April, as many businesses, particularly those involved in hospitality, retail and travel, announced mass layoffs.2 According to the National Bureau of Economic Research, the longest U.S. economic expansion in history ended in February 2020 as the country slipped into a severe recession. Nonetheless, near period-end, there were signs that a recovery was underway, as jobless claims fell considerably from their peak in early April, retail sales rose sharply in May, and the unemployment rate fell to 11.1% in June.2 Along with optimism about improved treatments and potential vaccines for COVID-19, the positive economic signals contributed to a significant equity rebound in April and May. However, an increase in COVID-19 infections in many states throughout June pressured U.S. stocks.

Additionally, the U.S. Federal Reserve (Fed) made significant efforts to support the U.S. economy. In March 2020, as the pandemic began to severely impact the economy and financial markets, the Fed implemented two emergency rate cuts, lowering the federal funds target rate to a range of 0.00%–0.25%, and announced sweeping quantitative easing measures aimed at ensuring credit flow to borrowers and supporting credit markets with unlimited amounts of bond purchasing.

In the eurozone, some analysts forecasted a significant contraction in 2020, particularly in southern European countries, as the magnitude of the economic disruption caused by the pandemic became apparent. European developed market equities, as measured by the MSCI Europe Index (USD), posted a -12.43% total return for the period.1 To stimulate growth, the European Central Bank implemented a broad bond-buying program, and many countries passed fiscal stimulus measures.

Asian developed and emerging market equities, as measured by the MSCI All Country Asia Index (USD), posted a -5.51% total return during the six-month period.1 The onset of the pandemic brought dramatically slower economic activity in Asia, as businesses halted operations and manufacturing and export activity declined sharply in the region’s major economies. Asian markets generally advanced toward period-end, bolstered by fiscal stimulus measures and economies reopening throughout the region, especially in China.

Emerging market stocks, as measured by the MSCI Emerging Markets Index (USD), posted a -9.67% total return due primarily to the COVID-19 pandemic.1 A sharp decrease

in prices for oil and other natural resources also hurt emerging market economies reliant on these exports. In the last quarter of the reporting period, however, investor optimism led to a stock rally, particularly in emerging market countries that had successfully lowered infection rates.

Investment Strategy

At Franklin Mutual Series, we are committed to our distinctive value approach to investing, which we believe can generate above-average risk-adjusted returns over time for our shareholders. Our major investment strategy is investing in undervalued stocks. When selecting undervalued equities, we are attracted to what we believe are fundamentally strong companies with healthy balance sheets, high-quality assets, substantial free cash flow and shareholder-oriented management teams and whose stocks are trading at discounts to our assessment of the companies’ intrinsic or business value. We also look for asset-rich companies whose shares may be trading at depressed levels due to concerns over short-term earnings disappointments, litigation, management strategy or other perceived negatives. This strict value approach is not only intended to improve the likelihood of capital appreciation, but also reduces the risk of substantial declines, in our opinion. While the vast majority of our undervalued equity investments are made in publicly traded companies globally, we may invest occasionally in privately held companies as well. Our portfolio selection process generally includes an assessment of the potential impacts of any material environmental, social and governance (ESG) factors on the long-term risk and return profile of a company.

To a lesser extent, we complement this more traditional investment strategy with two others. One is distressed investing, a highly specialized field that has proven quite profitable during certain periods over the years. Distressed investing is complex and can take many forms. The most common distressed investment the Fund undertakes is the purchase of financially troubled or bankrupt companies’ debt at a substantial discount to face value. After the financially distressed company is reorganized, often in bankruptcy court, the old debt is typically replaced with new securities issued by the financially stronger company.

The other piece of our investment strategy is participating in arbitrage situations, another highly specialized field. When companies announce proposed mergers or takeovers, commonly referred to as deals, the target company may trade at a discount to the bid it ultimately accepts. One form

 

 

2. Source: U.S. Bureau of Labor Statistics.

 

     

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of arbitrage involves purchasing the target company’s stock when it is trading below the value we believe it would receive in a deal. In keeping with our commitment to a relatively conservative investment approach, we typically focus our arbitrage efforts on announced deals, and avoid rumored deals or other situations we consider relatively risky. In addition, it is our practice to hedge the Fund’s currency exposure when we deem it advantageous for our shareholders.

Manager’s Discussion

The novel coronavirus (COVID-19) pandemic has significantly altered our way of life. Despite this, stocks have rallied off the March 23 market bottom and are within range of the pre-pandemic, all-time highs achieved earlier in the year. While the economy has reopened, the recovery is likely to be uneven. The question that we wrestle with daily is what does this scenario mean for equities in general and undervalued stocks in particular?

Markets rose sharply in April, as investors moved back into the growth stocks that propelled the market to the all-time highs of January. In late May, however, there was a turn in market sentiment resulting in value briefly outperforming growth. Undervalued stocks often benefit in periods of improving economic activity or stabilization as business prospects improve. Increasing demand across the economy, especially in cyclical sectors, can provide a tailwind for these companies and drive shareholder value. This is a scenario that often occurs off an economic bottom, and we are positioning our portfolios to capitalize on this trend.

The second-quarter earnings reporting season (occurring in July and August) marks the first period with the full impact of the economic lockdowns and will provide a more complete view into the pandemic’s impact on corporate statements. Many financial officers withdrew full-year 2020 guidance, as they reported first-quarter results, due to limited revenue visibility. As a result, the path ahead for stocks is less clear. We remain cautious amid these elevated risks.

Our traditional value equity investment approach is complemented with two other strategies: distressed investing and merger arbitrage.

Within our distressed credit strategy, we targeted companies and industries directly impacted by the coronavirus pandemic. The robust government fiscal and monetary intervention have limited the number of attractive options, but we have found opportunities in the energy sector and the retail and travel industries. Although each situation is unique, these securities have strong collateral packages and

Top 10 Sectors/Industries

Based on Equity Securities as of 6/30/20

 

     % of Total
Net Assets

Pharmaceuticals

  13.5%

Banks

  8.1%

Software

  7.1%

Media

  6.4%

Technology Hardware, Storage & Peripherals

  6.0%

Tobacco

  4.1%

Electrical Equipment

  3.6%

IT Services

  3.5%

Textiles, Apparel & Luxury Goods

  3.4%

Equity Real Estate Investment Trusts (REITs)

  3.3%

covenant protections or other features that we believe make them substantially more attractive than the broad array of available distressed debt.

Within merger arbitrage, which involves trading the stocks of companies involved in a merger or acquisition (M&A), activity has slowed significantly since the onset of the pandemic. Deal terms agreed to before the virus emerged have become unbalanced and are now more favorable for sellers than they are for buyers. Not surprisingly, some of these proposals have become embroiled in litigation. Also, M&A activity has slowed as the economic realities of the coronavirus get priced into the market, and bankers are challenged to conduct due diligence remotely. As the period ended, we began to see signs that transactions activity might resume, but we would expect the second half of the year to be focused on resolving pending deals, rather than significant growth in new ones.

Fund Performance

Turning to Fund performance, investments that detracted included Wells Fargo, Brixmor Property Group and Discovery, Inc. Brixmor Property Group is listed among the Fund’s largest positions in the Top 10 Equity Holdings table on page 6.

The shares of diversified financial services company Wells Fargo were pulled down by negative investor sentiment for financials, which have trailed the broader market rally from the March 23 bottom. Concerns about a possible dividend cut as bank earnings have come under pressure, and speculation about the Fed moving to negative interest rates—subsequently refuted by Fed Chairman Jerome Powell—contributed to the selloff. Earlier in the period, management reported year-end 2019 earnings that fell well short of consensus estimates.

 

 

     
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Shares of real estate investment trust (REIT) Brixmor Property Group sold off on concern about slowing economic growth due to the spread of COVID-19. A shopping center REIT, Brixmor’s first-quarter results met expectations, and during the earnings call, management announced cash preservation measures: dividend suspension and capital expenditure and property level expense reductions. More than 50% of the company’s tenant base is considered essential and almost all are current on their rent. Brixmor will, nevertheless, face short-term challenges collecting from some smaller tenants that have temporarily closed. Management is working proactively with struggling tenants to navigate the challenges of the current environment.

Cable network operator Discovery Inc., which provides non-fiction and educational media entertainment, reported first-quarter 2020 financial results that were generally in line with consensus estimates, but its shares sold off due to declining advertising revenue amid the COVID-19 pandemic. Discovery’s management said the company would suspend the remaining $1.8 billion stock buyback program, although it repurchased $523 million of its shares early in the period. The postponement of the 2020 Tokyo Summer Olympics will be an additional headwind, but the company retains the broadcast rights when the event returns in 2021. Late in the period, management announced that Peter Faricy, head of the company’s direct-to-consumer operations (DTC), will depart on July 15. DTC is a major initiative at Discovery as the company attempts to navigate a challenging media landscape characterized by viewers cancelling cable subscriptions in favor of DTC streaming options..

During the period under review, Fund investments that contributed positively to performance included U.S.-based companies Eli Lilly, NortonLifeLock (not held at period-end) and Kraft Heinz.

Shares of pharmaceutical products company Eli Lilly were volatile but climbed during the period. Investor sentiment improved as the market came to the realization that the company’s business may not be meaningfully impacted by the disruption caused by the COVID-19 pandemic. First-quarter financial results exceeded consensus sales and earnings expectations, with revenues benefiting from customers stocking up amid COVID-19, which is likely to reverse later in the year. Management raised 2020 guidance for earnings per share and reiterated the outlook for revenue and operating margin. In our view, Eli Lilly has a strong drug pipeline with several important compounds that positions the company well for continued growth over time.

Shares of cybersecurity solutions provider NortonLifeLock outperformed during the period as work-from-home

Top 10 Equity Holdings

6/30/20

 

Company

Sector/Industry, Country

  % of Total
Net Assets

Oracle Corp.

Software, U.S.

  4.1%

GlaxoSmithKline PLC

Pharmaceuticals, U.K.

  4.1%

British American Tobacco PLC

Tobacco, U.K.

  4.1%

Charter Communications Inc.

Media, U.S.

  3.8%

Sensata Technologies Holding PLC

Electrical Equipment, U.S.

  3.6%

Cognizant Technology Solutions Corp.

IT Services, U.S.

  3.5%

Samsung Electronics Co. Ltd.

Technology Hardware, Storage & Peripherals, South Korea

  3.4%

Brixmor Property Group Inc.

Equity Real Estate Investment Trusts (REITs), U.S.

  3.3%

Medtronic PLC

Health Care Equipment & Supplies, U.S.

  3.2%

Merck & Co. Inc.

Pharmaceuticals, U.S.

  3.2%

requirements attributable to the COVID-19 pandemic led to increased consumer purchases of the company’s cybersecurity subscriptions, generating solid fiscal fourth-quarter earnings that were in line with consensus expectations. NortonLifeLock’s stock rallied entering the year and surged after management announced in early January the payment of a one-time, $12 per share cash dividend funded by the 2019 sale of the enterprise security business to Broadcom. Symantec, the precursor to NortonLifeLock, sold the business as part of its transition to a pure-play consumer-focused cybersecurity company, and management subsequently changed the company’s name to Norton-LifeLock, highlighting its lead brands. NortonLifeLock’s shares appreciated materially, and we exited our position by period-end.

Investors bid up shares of food products producer Kraft Heinz as surging demand for its products led to better-than-expected sales growth. Management raised its sales guidance in a business update early in the period, and financial results in the subsequent quarterly earnings report exceeded consensus estimates. The company reaffirmed the dividend payment, which also contributed to positive investor sentiment, and several analysts upgraded Kraft Heinz stock.

 

 

     

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During the period, the Fund held currency forwards and futures seeking to hedge most of the currency risk of the portfolio’s non-U.S. dollar investments. The hedges had a positive overall impact on the Fund’s performance.

As fellow shareholders, we found recent absolute and relative performance disappointing, but our strategy of seeking undervalued stocks can lag the growth equity markets at times. We remain committed to our disciplined, value investment approach as we seek to generate attractive, long-term, risk-adjusted returns for shareholders.

Thank you for your participation in Franklin Mutual Beacon Fund. We look forward to continuing to serve your investment needs.

Christian Correa, CFA

Co-Portfolio Manager

Mandana Hormozi

Co-Portfolio Manager

Aman Gupta, CFA

Co-Portfolio Manager

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of June 30, 2020, the end of the reporting period. The way we implement our main investment strategies and the resulting portfolio holdings may change depending on factors such as market and economic conditions. These opinions may not be relied upon as investment advice or an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but the investment manager makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

 

 

CFA® is a trademark owned by CFA Institute.

 

     
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Performance Summary as of June 30, 2020

The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses. Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities.

Performance as of 6/30/20

Cumulative total return excludes sales charges. Average annual total return includes maximum sales charges. Sales charges will vary depending on the size of the investment and the class of share purchased. The maximum is 5.50% and the minimum is 0%. Class A: 5.50% maximum initial sales charge. For other share classes, visit franklintempleton.com.

 

Share Class     

Cumulative

Total Return

 

1 

   

                Average Annual

Total Return

 

2  

Z

    

6-Month

     -16.71%       -16.71%  

1-Year

     -8.72%       -8.72%  

5-Year

     +17.91%       +3.35%  

10-Year

     +124.61%       +8.43%  

A3

    

6-Month

     -16.81%       -21.41%  

1-Year

     -8.90%       -13.90%  

5-Year

     +16.45%       +1.93%  

10-Year

     +118.51%       +7.52%  

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

 

 

See page 9 for Performance Summary footnotes.

 

     

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PERFORMANCE SUMMARY

 

Total Annual Operating Expenses4

 

Share Class        
Z      0.82
A      1.07

Each class of shares is available to certain eligible investors and has different annual fees and expenses, as described in the prospectus.

All investments involve risks, including possible loss of principal. Value securities may not increase in price as anticipated or may decline further in value. Special risks are associated with foreign investing, including currency fluctuations, economic instability and political developments. Because the Fund may invest its assets in companies in a specific region, including Europe, it is subject to greater risks of adverse developments in that region and/or the surrounding regions than a fund that is more broadly diversified geographically. Current political uncertainty concerning the economic consequences of the departure of the U.K. from the European Union may increase market volatility. Smaller-company stocks have exhibited greater price volatility than larger-company stocks, particularly over the short term. The Fund’s investments in companies engaged in mergers, reorganizations or liquidations also involve special risks as pending deals may not be completed on time or on favorable terms. The Fund may invest in lower-rated bonds, which entail higher credit risk. Unexpected events and their aftermaths, such as the spread of deadly diseases; natural, environmental or man-made disasters; financial, political or social disruptions; terrorism and war; and other tragedies or catastrophes, can cause investor fear and panic, which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen. The Fund’s prospectus also includes a description of the main investment risks.

1. Cumulative total return represents the change in value of an investment over the periods indicated.

2. Average annual total return represents the average annual change in value of an investment over the periods indicated. Return for less than one year, if any, has not been annualized.

3. Prior to 9/10/18, these shares were offered at a higher initial sales charge of 5.75%, thus actual returns (with sales charges) would have differed. Average annual total returns (with sales charges) have been restated to reflect the current maximum initial sales charge of 5.50%.

4. Figures are as stated in the Fund’s current prospectus and may differ from the expense ratios disclosed in the Your Fund’s Expenses and Financial Highlights sections in this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown.

See www.franklintempletondatasources.com for additional data provider information.

 

     
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Your Fund’s Expenses

As a Fund shareholder, you can incur two types of costs: (1) transaction costs, including sales charges (loads) on Fund purchases and redemptions; and (2) ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The table below shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated.

Actual Fund Expenses

The table below provides information about actual account values and actual expenses in the columns under the heading “Actual.” In these columns the Fund’s actual return, which includes the effect of Fund expenses, is used to calculate the “Ending Account Value” for each class of shares. You can estimate the expenses you paid during the period by following these steps (of course, your account value and expenses will differ from those in this illustration): Divide your account value by $1,000 (if your account had an $8,600 value, then $8,600 ÷ $1,000 = 8.6). Then multiply the result by the number in the row for your class of shares under the headings “Actual” and “Expenses Paid During Period” (if Actual Expenses Paid During Period were $7.50, then 8.6 x $7.50 = $64.50). In this illustration, the actual expenses paid this period are $64.50.

Hypothetical Example for Comparison with Other Funds

Under the heading “Hypothetical” in the table, information is provided about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. This information may not be used to estimate the actual ending account balance or expenses you paid for the period, but it can help you compare ongoing costs of investing in the Fund with those of other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that expenses shown in the table are meant to highlight ongoing costs and do not reflect any transactional costs. Therefore, information under the heading “Hypothetical” is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transactional costs were included, your total costs would have been higher.

 

          Actual
(actual return after expenses)
   Hypothetical
(5% annual return before expenses)
    

Share  

Class

  

Beginning

Account

Value 1/1/20

  

Ending

Account

Value 6/30/20

  

Expenses

Paid During

Period

1/1/20–6/30/201, 2

  

Ending

Account

Value 6/30/20

  

Expenses

Paid During

Period

1/1/20–6/30/201, 2

  

Net

Annualized

Expense

Ratio2

 

  

 

  

 

  

 

Z    $1,000    $832.90    $3.83    $1,020.69    $4.22    0.84%
A    $1,000    $831.90    $4.96    $1,019.44    $5.47    1.09%
C    $1,000    $828.70    $8.37    $1,015.71    $9.22    1.84%
R    $1,000    $830.90    $6.10    $1,018.20    $6.72    1.34%
R6    $1,000    $832.90    $3.51    $1,021.03    $3.87    0.77%

1. Expenses are equal to the annualized expense ratio for the six-month period as indicated above—in the far right column—multiplied by the simple average account value over the period indicated, and then multiplied by 182/366 to reflect the one-half year period.

2. Reflects expenses after fee waivers and expense reimbursements, for Class R6.

 

     

10

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

 

Financial Highlights

Franklin Mutual Beacon Fund

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class Z

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $16.40       $13.76       $16.61       $15.30       $14.30       $16.59  

Income from investment operationsa:

            

Net investment incomeb

     0.37 c       0.33       0.29       0.29       0.37 d       0.29  

Net realized and unrealized gains (losses)

     (3.11     3.06       (1.68     1.90       1.93       (0.99

Total from investment operations

     (2.74     3.39       (1.39     2.19       2.30       (0.70

Less distributions from:

            

Net investment income

           (0.36     (0.31     (0.31     (0.37     (0.37

Net realized gains

           (0.39     (1.15     (0.57     (0.93     (1.22

Total distributions

           (0.75     (1.46     (0.88     (1.30     (1.59

Net asset value, end of period

     $13.66       $16.40       $13.76       $16.61       $15.30       $14.30  

Total returne

     (16.71)%       24.96%       (8.24)%       14.39%       16.11%       (4.14)%  

Ratios to average net assetsf

            

Expensesg,h

     0.84%       0.81% i       0.80% i       0.78%       0.80%       0.84% i  

Expenses incurred in connection with securities sold short

     0.04%       0.02%       0.01%       —%       0.01%       0.04%  

Net investment income

     5.28% c       2.11%       1.77%       1.78%       2.48% d       1.73%  

Supplemental data

            

Net assets, end of period (000’s)

     $2,024,259       $2,600,744       $2,271,217       $2,700,327       $2,564,120       $2,420,165  

Portfolio turnover rate

     20.61%       30.72%       47.20%       24.80%       30.94%       35.80%  

 

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.79%.

dNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.81%.

eTotal return is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(d).

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

 

     
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11


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Beacon Fund (continued)

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class A

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $16.24       $13.63       $16.47       $15.18       $14.20       $16.47  

Income from investment operationsa:

            

Net investment incomeb

     0.35 c       0.28       0.25       0.25       0.33 d       0.24  

Net realized and unrealized gains (losses)

     (3.08     3.04       (1.67     1.87       1.91       (0.97

Total from investment operations

     (2.73     3.32       (1.42     2.12       2.24       (0.73

Less distributions from:

            

Net investment income

           (0.32     (0.27     (0.26     (0.33     (0.32

Net realized gains.

           (0.39     (1.15     (0.57     (0.93     (1.22

Total distributions

           (0.71     (1.42     (0.83     (1.26     (1.54

Net asset value, end of period

     $13.51       $16.24       $13.63       $16.47       $15.18       $14.20  

Total returne

     (16.81)%       24.69%       (8.49)%       14.09%       15.80%       (4.33)%  

Ratios to average net assetsf

            

Expensesg,h

     1.09%       1.06% i       1.05% i       1.03%       1.05%       1.12% i  

Expenses incurred in connection with securities sold short

     0.04%       0.02%       0.01%       —%       0.01%       0.04%  

Net investment income

     5.03% c       1.80%       1.52%       1.53%       2.23% d       1.45%  

Supplemental data

            

Net assets, end of period (000’s)

     $792,289       $1,028,482       $890,294       $983,048       $992,306       $1,019,568  

Portfolio turnover rate

     20.61%       30.72%       47.20%       24.80%       30.94%       35.80%  

 

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.54%.

dNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.56%.

eTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(d).

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

 

     

12

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Beacon Fund (continued)

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class C

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $16.29       $13.65       $16.34       $15.06       $14.10       $16.36  

Income from investment operationsa:

            

Net investment incomeb

     0.31 c       0.17       0.13       0.12       0.22 d       0.12  

Net realized and unrealized gains (losses)

     (3.10     3.04       (1.65     1.86       1.88       (0.96

Total from investment operations

     (2.79     3.21       (1.52     1.98       2.10       (0.84

Less distributions from:

            

Net investment income

           (0.18     (0.02     (0.13     (0.21     (0.20

Net realized gains

           (0.39     (1.15     (0.57     (0.93     (1.22

Total distributions

           (0.57     (1.17     (0.70     (1.14     (1.42

Net asset value, end of period

     $13.50       $16.29       $13.65       $16.34       $15.06       $14.10  

Total returne

     (17.13)%       23.74%       (9.19)%       13.25%       14.94%       (5.06)%  

Ratios to average net assetsf

            

Expensesg,h

     1.84%       1.81% i       1.80% i       1.78%       1.80%       1.84% i  

Expenses incurred in connection with securities sold short

     0.04%       0.02%       0.01%       —%       0.01%       0.04%  

Net investment income

     4.28% c       1.11%       0.77%       0.78%       1.48% d       0.73%  

Supplemental data

            

Net assets, end of period (000’s)

     $36,930       $52,620       $59,828       $260,113       $275,138       $285,333  

Portfolio turnover rate

     20.61%       30.72%       47.20%       24.80%       30.94%       35.80%  

 

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.79%.

dNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.81%.

eTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(d).

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

 

     
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13


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Beacon Fund (continued)

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class R

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $16.03       $13.46       $16.28       $15.01       $14.05       $16.33  

Income from investment operationsa:

            

Net investment incomeb

     0.33 c       0.24       0.20       0.21       0.30 d       0.20  

Net realized and unrealized gains (losses)

     (3.04     3.01       (1.64     1.84       1.89       (0.97

Total from investment operations

     (2.71     3.25       (1.44     2.05       2.19       (0.77

Less distributions from:

            

Net investment income

           (0.29     (0.23     (0.21     (0.30     (0.29

Net realized gains

           (0.39     (1.15     (0.57     (0.93     (1.22

Total distributions

           (0.68     (1.38     (0.78     (1.23     (1.51

Net asset value, end of period

     $13.32       $16.03       $13.46       $16.28       $15.01       $14.05  

Total returne

     (16.91)%       24.33%       (8.65)%       13.76%       15.58%       (4.61)%  

Ratios to average net assetsf

            

Expensesg,h

     1.34%       1.31%i       1.30% i       1.28%       1.30%       1.34% i 

Expenses incurred in connection with securities sold short

     0.04%       0.02%       0.01%       —%       0.01%       0.04%  

Net investment income

     4.78% c       1.61%       1.27%       1.28%       1.98% d       1.23%  

Supplemental data

            

Net assets, end of period (000’s)

     $1,294       $1,769       $1,662       $1,601       $2,035       $2,343  

Portfolio turnover rate

     20.61%       30.72%       47.20%       24.80%       30.94%       35.80%  

 

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.29%.

dNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.31%.

eTotal return is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(d).

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

 

     

14

          Semiannual Report  |  The accompanying notes are an integral part of these financial statements.   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Beacon Fund (continued)

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class R6

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $16.40       $13.75       $16.60       $15.30       $14.30       $16.58  

Income from investment operationsa:

            

Net investment incomeb

     0.38 c       0.34       0.30       0.37       0.38 d       0.30  

Net realized and unrealized gains (losses)

     (3.12     3.07       (1.68     1.82       1.93       (0.98

Total from investment operations

     (2.74     3.41       (1.38     2.19       2.31       (0.68

Less distributions from:

            

Net investment income

           (0.37     (0.32     (0.32     (0.38     (0.38

Net realized gains

           (0.39     (1.15     (0.57     (0.93     (1.22

Total distributions

           (0.76     (1.47     (0.89     (1.31     (1.60

Net asset value, end of period

     $13.66       $16.40       $13.75       $16.60       $15.30       $14.30  

Total returne

     (16.71)%       25.13%       (8.18)%       14.42%       16.20%       (3.98)%  

Ratios to average net assetsf

            

Expenses before waiver and payments by affiliatesg

     0.80%       0.76%       0.75%       0.72%       0.71%       0.74%  

Expenses net of waiver and payments by affiliatesg,h

     0.77%       0.74%       0.73%       0.71%       0.71%       0.74% i  

Expenses incurred in connection with securities sold short

     0.04%       0.02%       0.01%       —%       0.01%       0.04%  

Net investment income

     5.35% c       2.18%       1.84%       1.85%       2.57% d       1.83%  

Supplemental data

            

Net assets, end of period (000’s)

     $69,076       $90,220       $79,358       $106,845       $604       $48,844  

Portfolio turnover rate

     20.61%       30.72%       47.20%       24.80%       30.94%       35.80%  

 

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.81%.

dNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.90%.

eTotal return is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(d).

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

 

     
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15


FRANKLIN MUTUAL SERIES FUNDS

 

Statement of Investments, June 30, 2020 (unaudited)

Franklin Mutual Beacon Fund

 

      Country     

Shares/

Warrants

     Value  

Common Stocks and Other Equity Interests 85.9%

        

Aerospace & Defense 2.6%

        

BAE Systems PLC

     United Kingdom        12,866,872      $ 76,933,832  
        

 

 

 

Auto Components 0.0%

        

a,b,cInternational Automotive Components Group Brazil LLC

     Brazil        2,846,329        53,522  
        

 

 

 

Banks 8.1%

        

ING Groep NV

     Netherlands        8,921,267        62,183,758  

JPMorgan Chase & Co.

     United States        694,630        65,336,898  

Standard Chartered PLC

     United Kingdom        8,499,629        46,072,880  

Wells Fargo & Co.

     United States        2,477,150        63,415,040  
        

 

 

 
           237,008,576  
        

 

 

 

Beverages 2.4%

        

Heineken NV

     Netherlands        761,385        70,189,192  
        

 

 

 

Chemicals 2.4%

        

BASF SE

     Germany        1,233,060        69,253,947  
        

 

 

 

Communications Equipment 3.1%

        

Cisco Systems Inc.

     United States        1,972,342        91,990,031  
        

 

 

 

Consumer Finance 1.8%

        

Capital One Financial Corp.

     United States        820,298        51,342,452  
        

 

 

 

Electrical Equipment 3.6%

        

aSensata Technologies Holding PLC

     United States        2,864,727        106,653,786  
        

 

 

 

Entertainment 2.7%

        

The Walt Disney Co.

     United States        708,300        78,982,533  
        

 

 

 

Equity Real Estate Investment Trusts (REITs) 3.3%

        

Brixmor Property Group Inc.

     United States        7,426,876        95,212,550  
        

 

 

 

Food Products 3.1%

        

The Kraft Heinz Co.

     United States        2,830,075        90,251,092  
        

 

 

 

Health Care Equipment & Supplies 3.2%

        

Medtronic PLC

     United States        1,025,167        94,007,814  
        

 

 

 

Health Care Providers & Services 2.8%

        

Anthem Inc.

     United States        306,138        80,508,171  
        

 

 

 

Insurance 2.1%

        

The Hartford Financial Services Group Inc.

     United States        1,624,115        62,609,633  
        

 

 

 

Interactive Media & Services 2.1%

        

aBaidu Inc., ADR

     China        504,347        60,466,162  
        

 

 

 

IT Services 3.5%

        

Cognizant Technology Solutions Corp., A

     United States        1,818,630        103,334,557  
        

 

 

 

Media 6.4%

        

aCharter Communications Inc., A

     United States        215,087        109,702,973  

aDiscovery Inc., C

     United States        4,012,310        77,277,091  

a,biHeartMedia Inc., B

     United States        7,025        49,860  

aiHeartMedia Inc., wts., A, 5/01/39

     United States        418        3,490  
        

 

 

 
             187,033,414  
        

 

 

 

 

     

16

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

      Country     

Shares/

Warrants

     Value  

Common Stocks and Other Equity Interests (continued)

        

Pharmaceuticals 13.5%

        

aElanco Animal Health Inc.

     United States        854,316      $ 18,325,078  

Eli Lilly and Co.

     United States        455,381        74,764,453  

GlaxoSmithKline PLC

     United Kingdom        5,903,395        119,241,867  

Merck & Co. Inc.

     United States        1,198,529        92,682,248  

Novartis AG, ADR

     Switzerland        1,026,980        89,696,433  
        

 

 

 
             394,710,079  
        

 

 

 

Software 7.1%

        

aCheck Point Software Technologies Ltd.

     Israel        824,312        88,555,838  

Oracle Corp.

     United States        2,167,000        119,770,090  
        

 

 

 
           208,325,928  
        

 

 

 

Specialty Retail 1.2%

        

Tiffany & Co.

     United States        287,700        35,082,138  
        

 

 

 

Technology Hardware, Storage & Peripherals 2.6%

        

Western Digital Corp.

     United States        1,718,767        75,883,563  
        

 

 

 

Textiles, Apparel & Luxury Goods 3.4%

        

Cie Financiere Richemont SA

     Switzerland        956,809        61,714,482  

Tapestry Inc.

     United States        2,928,600        38,891,808  
        

 

 

 
           100,606,290  
        

 

 

 

Thrifts & Mortgage Finance 0.8%

        

Indiabulls Housing Finance Ltd.

     India        8,676,627        23,780,393  
        

 

 

 

Tobacco 4.1%

        

British American Tobacco PLC

     United Kingdom        3,091,324        118,556,158  
        

 

 

 

Total Common Stocks and Other Equity Interests
(Cost $2,387,525,306)

           2,512,775,813  
        

 

 

 

Preferred Stocks 6.3%

        

Automobiles 2.9%

        

aPorsche Automobil Holding SE, pfd.

     Germany        1,451,423        84,057,073  
        

 

 

 

Technology Hardware, Storage & Peripherals 3.4%

        

dSamsung Electronics Co. Ltd., 3.024%, pfd.

     South Korea        2,571,242        100,428,865  
        

 

 

 

Total Preferred Stocks (Cost $116,423,225)

           184,485,938  
        

 

 

 
            Principal
Amount
        

Corporate Notes and Senior Floating Rate Interests 1.5%

        

eOccidental Petroleum Corp., senior note, FRN, 1.842%, (3-month USD LIBOR + 1.45%), 8/15/22

     United States      $ 3,776,000        3,475,367  

e,fVeritas U.S. Inc., Term Loan B1, 5.50%, (3-month USD LIBOR + 4.50%), 1/27/23

     United States        17,076,667        15,838,609  

gVeritas U.S. Inc./Veritas Bermuda Ltd.,

        

senior note, 144A, 7.50%, 2/01/23

     United States        2,766,000        2,734,592  

senior note, 144A, 10.50%, 2/01/24.

     United States        22,708,000        20,406,431  
        

 

 

 

Total Corporate Notes and Senior Floating Rate Interests
(Cost $41,931,496)

           42,454,999  
        

 

 

 

 

     
franklintempleton.com    Semiannual Report           

17


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

      Country     

Principal

Amount

     Value  

Corporate Notes in Reorganization 0.5%

        

hFrontier Communications Corp.,

        

senior note, 10.50%, 9/15/22

     United States      $ 16,691,000      $ 5,817,064  

senior note, 11.00%, 9/15/25

     United States        23,907,000        8,342,826  
        

 

 

 

Total Corporate Notes in Reorganization (Cost $38,067,059)

           14,159,890  
        

 

 

 
            Shares         

Companies in Liquidation 0.0%

        

a,b,iTribune Media Co., Litigation Trust, Contingent Distribution

     United States        500,429         

a,b,iVistra Energy Corp., Litigation Trust, Contingent Distribution

     United States        46,282,735        25,456  

a,b,iWalter Energy Inc., Litigation Trust, Contingent Distribution

     United States        5,229,000         
        

 

 

 

Total Companies in Liquidation (Cost $1,456,075)

           25,456  
        

 

 

 

 

Total Investments before Short Term Investments
(Cost $2,585,403,161)

           2,753,902,096  
        

 

 

 
            Principal
Amount
        

Short Term Investments 4.8%

        

Corporate Notes (Cost $1,079,238) 0.0%

        

Occidental Petroleum Corp., senior note, 4.85%, 3/15/21

     United States      $ 1,177,000        1,173,322  
        

 

 

 

U.S. Government and Agency Securities 4.8%

        

jFHLB, 7/01/20

     United States        17,500,000        17,500,000  

jU.S. Treasury Bill,

        

 7/02/20

     United States        85,000,000        84,999,800  

k8/13/20

     United States        15,000,000        14,997,850  

 8/06/20 - 11/27/20

     United States        22,500,000        22,489,200  
        

 

 

 

Total U.S. Government and Agency Securities (Cost $139,985,713)

           139,986,850  
        

 

 

 

Total Investments (Cost $2,726,468,112) 99.0%

           2,895,062,268  

Other Assets, less Liabilities 1.0%

           28,786,314  
        

 

 

 

Net Assets 100.0%

         $ 2,923,848,582  
        

 

 

 

 

     

18

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

Rounds to less than 0.1% of net assets.

aNon-income producing.

bFair valued using significant unobservable inputs. See Note 14 regarding fair value measurements.

cSee Note 11 regarding restricted securities.

dVariable rate security. The rate shown represents the yield at period end.

eThe coupon rate shown represents the rate at period end.

fSee Note 1(f) regarding senior floating rate interests.

gSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. At June 30, 2020, the aggregate value of these securities was $23,141,023, representing 0.8% of net assets.

hSee Note 8 regarding credit risk and defaulted securities.

iContingent distributions represent the right to receive additional distributions, if any, during the reorganization of the underlying company. Shares represent total underlying principal of debt securities.

jThe security was issued on a discount basis with no stated coupon rate.

kA portion or all of the security has been segregated as collateral for open forward exchange contracts. At June 30, 2020, the value of the security pledged amounted to $1,500,785, representing 0.1% of net assets.

At June 30, 2020, the Fund had the following futures contracts outstanding. See Note 1(c).

Futures Contracts

 

Description    Type     

Number of

Contracts

    

Notional 

Amount*

    

Expiration

Date

    

Value/

Unrealized

Appreciation

(Depreciation)

 

Currency Contracts

              

EUR/USD

     Short        697        $98,046,119        9/14/20        $   650,707  

GBP/USD

     Short        985        76,319,031        9/14/20        2,100,054  
              

 

 

 

Total Futures Contracts

                       $2,750,761  
              

 

 

 

*As of period end.

 

     
franklintempleton.com    Semiannual Report           

19


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

At June 30, 2020, the Fund had the following forward exchange contracts outstanding. See Note 1(c).

Forward Exchange Contracts

 

Currency      Counterparty a      Type        Quantity       

Contract

Amount

 

 

    

Settlement

Date

 

 

    

Unrealized

Appreciation

 

 

    

Unrealized

Depreciation

 

 

 

 

OTC Forward Exchange Contracts

                   

Euro

     BOFA       Buy        4,175,163      $ 4,625,089        7/15/20      $ 67,020      $  

Euro

     BOFA       Sell        4,466,806        4,930,784        7/15/20               (89,078

Euro

     BONY       Buy        9,655,078        10,740,474        7/15/20        110,043         

Euro

     HSBK       Buy        2,912,317        3,271,078        7/15/20        1,826         

Euro

     HSBK       Buy        3,458,733        3,901,697        7/15/20               (14,722

Euro

     HSBK       Sell        10,305,000        11,550,904        7/15/20               (30,006

Euro

     HSBK       Sell        19,394,673        21,821,529        7/15/20        25,512         

Euro

     SSBT       Sell        879,781        966,030        7/15/20               (22,681

Euro

     SSBT       Sell        19,394,673        21,819,783        7/15/20        23,766         

Euro

     UBSW       Buy        2,772,700        3,109,707        7/15/20        6,293         

Euro

     UBSW       Sell        3,156,341        3,492,018        7/15/20               (55,124

British Pound

     BOFA       Buy        3,000,000        3,803,310        7/16/20               (85,821

British Pound

     BOFA       Sell        3,154,793        3,815,817        7/16/20               (93,486

British Pound

     BONY       Sell        791,121        986,995        7/16/20        6,667         

British Pound

     HSBK       Buy        1,329,757        1,653,248        7/16/20               (5,461

British Pound

     HSBK       Sell        15,360,628        20,054,058        7/16/20        1,019,736         

British Pound

     SSBT       Sell        12,632,192        16,506,548        7/16/20        853,203         

South Korean Won

     HSBK       Buy        5,097,078,849        4,169,105        7/17/20        80,518         

South Korean Won

     HSBK       Sell        808,890,004        659,941        7/17/20               (14,460

South Korean Won

     HSBK       Sell        30,613,956,521        26,337,592        7/17/20        813,604         

South Korean Won

     UBSW       Buy        1,099,205,955        925,258        7/17/20               (8,809

South Korean Won

     UBSW       Buy        8,915,781,635        7,413,755        7/17/20        19,662         

South Korean Won

     UBSW       Sell        51,410,643,810        44,181,681        7/17/20        1,318,725         

British Pound

     BOFA       Buy        3,054,109        3,873,191        8/14/20               (88,061

British Pound

     HSBK       Buy        8,042,667        9,886,046        8/14/20        81,683         

British Pound

     HSBK       Sell        19,977,809        26,019,598        8/14/20        1,259,975         

British Pound

     SSBT       Sell        19,977,809        26,023,494        8/14/20        1,263,871         

Euro

     BOFA       Buy        4,825,067        5,423,569        8/18/20        3,131         

Euro

     BOFA       Sell        3,203,923        3,512,695        8/18/20               (90,722

Euro

     BONY       Sell        3,202,321        3,490,017        8/18/20               (111,597

Euro

     HSBK       Buy        2,000,000        2,248,700        8/18/20        678         

Euro

     HSBK       Sell        6,097,915        6,711,424        8/18/20               (146,833

Euro

     UBSW       Sell        14,235,514        15,611,056        8/18/20               (399,468

Euro

     BOFA       Sell        818,509        897,045        10/07/20               (24,614

Euro

     BONY       Sell        2,239,211        2,524,547        10/07/20        3,147         

Euro

     BONY       Sell        9,103,900        9,881,373        10/07/20               (369,812

Euro

     HSBK       Sell        4,105,015        4,665,078        10/07/20        42,743         

Euro

     HSBK       Sell        10,303,060        11,314,385        10/07/20               (287,080

Euro

     SSBT       Sell        2,239,211        2,522,026        10/07/20        626         

Euro

     SSBT       Sell        6,173,174        6,707,753        10/07/20               (243,374

Euro

     UBSW       Sell        5,515,035        6,245,556        10/07/20        35,508         

Euro

     UBSW       Sell        11,608,070        12,664,594        10/07/20               (406,342

South Korean Won

     HSBK       Sell        5,647,090,242        4,741,271        11/12/20        26,876         

South Korean Won

     HSBK       Sell        32,759,736,819        26,851,613        11/12/20               (497,396

South Korean Won

     UBSW       Sell        13,434,502,043        11,007,376        11/12/20               (208,231

 

     

20

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

Forward Exchange Contracts (continued)

 

Currency      Counterparty a      Type        Quantity       

Contract

Amount

 

 

    

Settlement

Date

 

 

    

Unrealized

Appreciation

 

 

    

Unrealized

Depreciation

 

 

 

 

OTC Forward Exchange Contracts (continued)

 

                

British Pound

     SSBT       Sell        15,347,913      $ 18,814,086        11/23/20          $          $ (219,900

British Pound

     UBSW       Sell        3,328,652        4,246,098        11/23/20        118,010         

Euro

     BOFA       Sell        4,951,310        5,467,479        11/23/20               (115,038

Euro

     HSBK       Sell        2,524,021        2,863,741        11/23/20        17,951         

Euro

     HSBK       Sell        4,666,362        5,184,642        11/23/20               (76,600

Euro

     SSBT       Sell        2,540,330        2,879,515        11/23/20        15,336         

Euro

     SSBT       Sell        4,494,402        4,989,550        11/23/20               (77,811

Euro

     UBSW       Sell        2,524,021        2,859,476        11/23/20        13,686         

Euro

     UBSW       Sell        38,515,128        42,382,469        11/23/20               (1,042,678
                

 

 

 

Total Forward Exchange Contracts

                     $ 7,229,796          $ (4,825,205
                

 

 

 

Net unrealized appreciation (depreciation)

 

                  $ 2,404,591     
                

 

 

    

aMay be comprised of multiple contracts with the same counterparty, currency and settlement date.

 

See Note 12 regarding other derivative information.

See Abbreviations on page 38.

 

     
franklintempleton.com    The accompanying notes are an integral part of these financial statements.  |  Semiannual Report           

21


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

June 30, 2020 (unaudited)

 

Franklin Mutual Beacon Fund

 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

     $2,726,468,112  
  

 

 

 

Value - Unaffiliated issuers

     $2,895,062,268  

Cash

     446,152  

Receivables:

  

Investment securities sold

     18,851,155  

Capital shares sold

     562,044  

Dividends and interest

     5,240,947  

European Union tax reclaims

     2,878,581  

Deposits with brokers for:

  

  Futures contracts

     4,448,323  

Unrealized appreciation on OTC forward exchange contracts

     7,229,796  

Other assets

     1,458,968  
  

 

 

 

Total assets

     2,936,178,234  
  

 

 

 

Liabilities:

  

Payables:

  

Capital shares redeemed

     3,906,000  

Management fees

     1,652,240  

Distribution fees

     198,212  

Transfer agent fees

     458,017  

Trustees’ fees and expenses

     308,855  

Variation margin on futures contracts

     654,363  

Unrealized depreciation on OTC forward exchange contracts

     4,825,205  

Accrued expenses and other liabilities

     326,760  
  

 

 

 

Total liabilities

     12,329,652  
  

 

 

 

Net assets, at value

     $2,923,848,582  
  

 

 

 

Net assets consist of:

  

Paid-in capital

     $2,659,812,164  

Total distributable earnings (losses)

     264,036,418  
  

 

 

 

Net assets, at value

         $2,923,848,582  
  

 

 

 

 

     

22

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Assets and Liabilities (continued)

June 30, 2020 (unaudited)

 

Franklin Mutual Beacon Fund

 

Class Z:

  

Net assets, at value

       $ 2,024,258,989  
  

 

 

 

Shares outstanding

     148,155,374  
  

 

 

 

Net asset value and maximum offering price per share

     $13.66  
  

 

 

 

Class A:

  

Net assets, at value

       $ 792,289,346  
  

 

 

 

Shares outstanding

     58,647,016  
  

 

 

 

Net asset value per sharea

     $13.51  
  

 

 

 

Maximum offering price per share (net asset value per share ÷ 94.50%)

     $14.30  
  

 

 

 

Class C:

  

Net assets, at value

       $ 36,930,493  
  

 

 

 

Shares outstanding

     2,735,837  
  

 

 

 

Net asset value and maximum offering price per sharea

     $13.50  
  

 

 

 

Class R:

  

Net assets, at value

       $ 1,293,630  
  

 

 

 

Shares outstanding

     97,149  
  

 

 

 

Net asset value and maximum offering price per share

     $13.32  
  

 

 

 

Class R6:

  

Net assets, at value

       $ 69,076,124  
  

 

 

 

Shares outstanding

     5,055,675  
  

 

 

 

Net asset value and maximum offering price per share

     $13.66  
  

 

 

 

 

aRedemption price is equal to net asset value less contingent deferred sales charges, if applicable.

 

     
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23


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Operations

for the six months ended June 30, 2020 (unaudited)

 

Franklin Mutual Beacon Fund

 

Investment income:

  

  Dividends:(net of foreign taxes)*

  

    Unaffiliated issuers

       $   93,665,654  

  Interest:

  

    Unaffiliated issuers

     4,341,769  

    Adjustment for uncollectible interest (Note 8)

     (2,142,470
  

 

 

 

            Total investment income

     95,864,953  
  

 

 

 

Expenses:

  

  Management fees (Note 3a)

     10,604,189  

  Distribution fees: (Note 3c)

  

    Class A

     1,067,930  

    Class C

     210,795  

    Class R

     3,675  

  Transfer agent fees: (Note 3e)

  

    Class Z

     985,573  

    Class A

     388,226  

    Class C

     19,230  

    Class R

     669  

    Class R6

     17,860  

  Custodian fees (Note 4)

     96,075  

  Reports to shareholders

     86,517  

  Registration and filing fees

     71,052  

  Professional fees

     83,329  

  Trustees’ fees and expenses

     115,385  

  Dividends on securities sold short

     612,291  

  Other

     43,989  
  

 

 

 

            Total expenses

     14,406,785  

            Expense reductions (Note 4)

     (13,753

            Expenses waived/paid by affiliates (Note 3f)

     (10,215
  

 

 

 

              Net expenses

     14,382,817  
  

 

 

 

               Net investment income

     81,482,136  
  

 

 

 

Realized and unrealized gains (losses):

  

  Net realized gain (loss) from:

  

    Investments:

  

      Unaffiliated issuers

     (26,930,626

    Foreign currency transactions

     435,668  

    Forward exchange contracts

     5,209,993  

    Futures contracts

     2,187,309  

    Securities sold short

     (2,232,538
  

 

 

 

               Net realized gain (loss)

     (21,330,194
  

 

 

 

  Net change in unrealized appreciation (depreciation) on:

  

    Investments:

  

      Unaffiliated issuers

     (713,394,792

    Translation of other assets and liabilities denominated in foreign currencies

     (82,986

    Forward exchange contracts

     14,638,677  

    Futures contracts

     4,598,936  

    Securities sold short

     3,127,550  
  

 

 

 

 

     

24

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Operations (continued)

for the six months ended June 30, 2020 (unaudited)

 

Franklin Mutual Beacon Fund

 

               Net change in unrealized appreciation (depreciation)

     (691,112,615
  

 

 

 

Net realized and unrealized gain (loss)

     (712,442,809
  

 

 

 

Net increase (decrease) in net assets resulting from operations

       $ (630,960,673
  

 

 

 
  

*Foreign taxes withheld on dividends

       $ 1,798,141  

 

     
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25


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statements of Changes in Net Assets

 

Franklin Mutual Beacon Fund

 

    

Six Months Ended

June 30, 2020

(unaudited)

   

Year Ended

December 31, 2019

 

 

 

Increase (decrease) in net assets:

    

  Operations:

    

      Net investment income

     $     81,482,136       $     72,734,507  

      Net realized gain (loss)

     (21,330,194     51,129,864  

      Net change in unrealized appreciation (depreciation)

     (691,112,615     666,435,033  
  

 

 

 

             Net increase (decrease) in net assets resulting from operations

     (630,960,673     790,299,404  
  

 

 

 

  Distributions to shareholders:

    

        Class Z

           (117,204,577

        Class A

           (44,297,307

        Class C

           (1,880,966

        Class R

           (73,857

        Class R6

           (4,118,811
  

 

 

 

  Total distributions to shareholders

           (167,575,518
  

 

 

 

  Capital share transactions: (Note 2)

    

        Class Z

     (143,233,966     (100,073,026

        Class A

     (62,623,278     (29,105,095

        Class C

     (6,700,804     (17,741,717

        Class R

     (171,293     (184,983

        Class R6

     (6,295,566     (4,143,408
  

 

 

 

  Total capital share transactions

     (219,024,907     (151,248,229
  

 

 

 

             Net increase (decrease) in net assets

     (849,985,580     471,475,657  

 

Net assets:

    

  Beginning of period

     3,773,834,162       3,302,358,505  
  

 

 

 

  End of period

             $2,923,848,582       $3,773,834,162  
  

 

 

 

 

     

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FRANKLIN MUTUAL SERIES FUNDS

    

 

Notes to Financial Statements (unaudited)

Franklin Mutual Beacon Fund

 

1.  Organization and Significant Accounting Policies

Franklin Mutual Series Funds (Trust) is registered under the Investment Company Act of 1940 (1940 Act) as an open-end management investment company, consisting of six separate funds and applies the specialized accounting and reporting guidance in U.S. Generally Accepted Accounting Principles (U.S. GAAP). Franklin Mutual Beacon Fund (Fund) is included in this report. The Fund offers five classes of shares: Class Z, Class A, Class C, Class R and Class R6. Class C shares automatically convert to Class A shares after they have been held for 10 years. Each class of shares may differ by its initial sales load, contingent deferred sales charges, voting rights on matters affecting a single class, its exchange privilege and fees due to differing arrangements for distribution and transfer agent fees.

The following summarizes the Fund’s significant accounting policies.

a.  Financial Instrument Valuation

The Fund’s investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund calculates the net asset value (NAV) per share each business day as of 4 p.m. Eastern time or the regularly scheduled close of the New York Stock Exchange (NYSE), whichever is earlier. Under compliance policies and procedures approved by the Trust’s Board of Trustees (the Board), the Fund’s administrator has responsibility for oversight of valuation, including leading the cross-functional Valuation Committee (VC). The Fund may utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities and derivative financial instruments listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or as of 4 p.m. Eastern time. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at 4 p.m. Eastern time on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple

exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities.

Debt securities generally trade in the OTC market rather than on a securities exchange. The Fund’s pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, credit spreads, estimated default rates, anticipated market interest rate volatility, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value.

Certain derivative financial instruments trade in the OTC market. The Fund’s pricing services use various techniques including industry standard option pricing models and proprietary discounted cash flow models to determine the fair value of those instruments. The Fund’s net benefit or obligation under the derivative contract, as measured by the fair value of the contract, is included in net assets.

The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the Fund primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed.

Trading in securities on foreign securities stock exchanges and OTC markets may be completed before 4 p.m. Eastern time. In addition, trading in certain foreign markets may not take place on every Fund’s business day. Events can occur

 

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

1.  Organization and Significant Accounting Policies (continued)

a.   Financial Instrument Valuation (continued)

between the time at which trading in a foreign security is completed and 4 p.m. Eastern time that might call into question the reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between the value of the Fund’s portfolio securities as determined at the foreign market close and the latest indications of value at 4 p.m. Eastern time. In order to minimize the potential for these differences, an independent pricing service may be used to adjust the value of the Fund’s portfolio securities to the latest indications of fair value at 4 p.m. Eastern time. At June 30, 2020, certain securities may have been fair valued using these procedures, in which case the securities were categorized as Level 2 inputs within the fair value hierarchy. See the Fair Value Measurements note for more information.

When the last day of the reporting period is a non-business day, certain foreign markets may be open on those days that the Fund’s NAV is not calculated, which could result in differences between the value of the Fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.

b.   Foreign Currency Translation

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Portfolio securities and assets and liabilities denominated in foreign currencies contain risks that those currencies will decline in value relative to the U.S. dollar. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board.

 

The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments in the Statement of Operations.

Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.

c.   Derivative Financial Instruments

The Fund invested in derivative financial instruments in order to manage risk or gain exposure to various other investments or markets. Derivatives are financial contracts based on an underlying or notional amount, require no initial investment or an initial net investment that is smaller than would normally be required to have a similar response to changes in market factors, and require or permit net settlement. Derivatives contain various risks including the potential inability of the counterparty to fulfill their obligations under the terms of the contract, the potential for an illiquid secondary market, and/or the potential for market movements which expose the Fund to gains or losses in excess of the amounts shown in the Statement of Assets and Liabilities. Realized gain and loss and unrealized appreciation and depreciation on these contracts for the period are included in the Statement of Operations.

Derivative counterparty credit risk is managed through a formal evaluation of the creditworthiness of all potential counterparties. The Fund attempts to reduce its exposure to counterparty credit risk on OTC derivatives, whenever possible, by entering into International Swaps and Derivatives Association (ISDA) master agreements with certain counterparties. These agreements contain various provisions, including but not limited to collateral requirements, events of default, or early termination. Termination events applicable to the counterparty include certain deteriorations in the credit quality of the counterparty. Termination events applicable to the Fund include failure of the Fund to maintain certain net asset levels and/or limit the decline in net assets over various

 

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

periods of time. In the event of default or early termination, the ISDA master agreement gives the non-defaulting party the right to net and close-out all transactions traded, whether or not arising under the ISDA agreement, to one net amount payable by one counterparty to the other. However, absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities. Early termination by the counterparty may result in an immediate payment by the Fund of any net liability owed to that counterparty under the ISDA agreement. At June 30, 2020, the Fund had OTC derivatives in a net liability position of $1,486,989 and the aggregate value of collateral pledged for such contracts was $1,500,785.

Collateral requirements differ by type of derivative. Collateral or initial margin requirements are set by the broker or exchange clearing house for exchange traded and centrally cleared derivatives. Initial margin deposited is held at the exchange and can be in the form of cash and/or securities. For OTC derivatives traded under an ISDA master agreement, posting of collateral is required by either the Fund or the applicable counterparty if the total net exposure of all OTC derivatives with the applicable counterparty exceeds the minimum transfer amount, which typically ranges from $100,000 to $250,000, and can vary depending on the counterparty and the type of the agreement. Generally, collateral is determined at the close of Fund business each day and any additional collateral required due to changes in derivative values may be delivered by the Fund or the counterparty the next business day, or within a few business days. Collateral pledged and/or received by the Fund for OTC derivatives, if any, is held in segregated accounts with the Fund’s custodian/counterparty broker and can be in the form of cash and/or securities. Unrestricted cash may be invested according to the Fund’s investment objectives. To the extent that the amounts due to the Fund from its counterparties are not subject to collateralization or are not fully collateralized, the Fund bears the risk of loss from counterparty non-performance.

At June 30, 2020, the Fund received $4,028,063 in U.K. Treasury Bonds and U.S. Treasury Bills, Bonds and Notes as collateral for derivatives.

The Fund entered into exchange traded futures contracts primarily to manage exposure to certain foreign currencies. A futures contract is an agreement between the Fund and a counterparty to buy or sell an asset at a specified price on a

future date. Required initial margins are pledged by the Fund, and the daily change in fair value is accounted for as a variation

margin payable or receivable in the Statement of Assets and Liabilities.

The Fund entered into OTC forward exchange contracts primarily to manage exposure to certain foreign currencies. A forward exchange contract is an agreement between the Fund and a counterparty to buy or sell a foreign currency at a specific exchange rate on a future date.

See Note 12 regarding other derivative information.

d.   Securities Sold Short

The Fund is engaged in selling securities short, which obligates the Fund to replace a borrowed security with the same security at current fair value. The Fund incurs a loss if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund realizes a gain if the price of the security declines between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are potentially unlimited in size.

The Fund is required to establish a margin account with the broker lending the security sold short. While the short sale is outstanding, the broker retains the proceeds of the short sale to the extent necessary to meet margin requirements until the short position is closed out. A deposit must also be maintained with the Fund’s custodian/counterparty broker consisting of cash and/or securities having a value equal to a specified percentage of the value of the securities sold short. The Fund is obligated to pay fees for borrowing the securities sold short and is required to pay the counterparty any dividends and/or interest due on securities sold short. Such dividends and/or interest and any security borrowing fees are recorded as an expense to the Fund. At June 30, 2020, the Fund had no securities sold short.

e.   Securities Lending

The Fund participates in an agency based securities lending program to earn additional income. The Fund receives cash collateral against the loaned securities in an amount equal to at least 102% of the fair value of the loaned securities. Collateral is maintained over the life of the loan in an amount not less than 100% of the fair value of loaned securities, as determined at the close of Fund business each day; any additional collateral required due to changes in security

 

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

1.  Organization and Significant Accounting Policies (continued)

e.   Securities Lending (continued)

values is delivered to the Fund on the next business day. The collateral is deposited into a joint cash account with other funds and is used to invest in a money market fund managed by Franklin Advisers, Inc., an affiliate of the Fund, and/or a joint repurchase agreement. The Fund may receive income from the investment of cash collateral, in addition to lending fees and rebates paid by the borrower. Income from securities loaned, net of fees paid to the securities lending agent and/or third-party vendor, is reported separately in the Statement of Operations. The Fund bears the market risk with respect to the collateral investment, securities loaned, and the risk that the agent may default on its obligations to the Fund. If the borrower defaults on its obligation to return the securities loaned, the Fund has the right to repurchase the securities in the open market using the collateral received. The securities lending agent has agreed to indemnify the Fund in the event of default by a third party borrower. At June 30, 2020, the Fund had no securities on loan.

f.   Senior Floating Rate Interests

The Fund invests in senior secured corporate loans that pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or the London InterBank Offered Rate (LIBOR). Senior secured corporate loans often require prepayment of principal from excess cash flows or at the discretion of the borrower. As a result, actual maturity may be substantially less than the stated maturity. Senior secured corporate loans in which the Fund invests are generally readily marketable, but may be subject to certain restrictions on resale.

g.   Income and Deferred Taxes

It is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code. The Fund intends to distribute to shareholders substantially all of its taxable income and net realized gains to relieve it from federal income and excise taxes. As a result, no provision for U.S. federal income taxes is required.

The Fund may be subject to foreign taxation related to income received, capital gains on the sale of securities and certain foreign currency transactions in the foreign jurisdictions in which it invests. Foreign taxes, if any, are

recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. When a capital gain tax is determined to apply, the Fund records an estimated deferred tax liability in an amount that would be payable if the securities were disposed of on the valuation date.

As a result of several court cases, in certain countries across the European Union, the Fund filed additional tax reclaims for previously withheld taxes on dividends earned in those countries (EU reclaims). These additional filings are subject to various administrative proceedings by the local jurisdictions’ tax authorities within the European Union, as well as a number of related judicial proceedings. Income recognized, if any, for EU reclaims is reflected as other income in the Statement of Operations and any related receivable, if any, is reflected as European Union tax reclaims in the Statement of Assets and Liabilities. When uncertainty exists as to the ultimate resolution of these proceedings, the likelihood of receipt of these EU reclaims, and the potential timing of payment, no amounts are reflected in the financial statements. For U.S. income tax purposes, EU reclaims received by the Fund, if any, reduce the amounts of foreign taxes Fund shareholders can use as tax credits in their individual income tax returns.

The Fund may recognize an income tax liability related to its uncertain tax positions under U.S. GAAP when the uncertain tax position has a less than 50% probability that it will be sustained upon examination by the tax authorities based on its technical merits. As of June 30, 2020, the Fund has determined that no tax liability is required in its financial statements related to uncertain tax positions for any open tax years (or expected to be taken in future tax years). Open tax years are those that remain subject to examination and are based on the statute of limitations in each jurisdiction in which the Fund invests.

h.   Security Transactions, Investment Income, Expenses and Distributions

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income and dividends declared on securities sold short are recorded on the ex-dividend date except for certain dividends from securities

 

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

where the dividend rate is not available. In such cases, the dividend is recorded as soon as the information is received by the Fund. Distributions to shareholders are recorded on the ex-dividend date. Distributable earnings are determined according to income tax regulations (tax basis) and may differ from earnings recorded in accordance with U.S. GAAP. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods.

Common expenses incurred by the Trust are allocated among the Funds based on the ratio of net assets of each Fund to the combined net assets of the Trust or based on the ratio of number of shareholders of each Fund to the combined number of shareholders of the Trust. Fund specific expenses are charged directly to the Fund that incurred the expense.

Realized and unrealized gains and losses and net investment income, excluding class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions by class are generally due to differences in class specific expenses.

i.   Accounting Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

j.   Guarantees and Indemnifications

Under the Trust’s organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust, on behalf of the Fund, enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote.

 

 

2.   Shares of Beneficial Interest

At June 30, 2020, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

    

Six Months Ended

June 30, 2020

   

Year Ended

    December 31, 2019    

 
      Shares     Amount     Shares     Amount  

Class Z Shares:

        

Shares sold

     3,935,112     $ 53,873,732       6,417,333     $ 99,580,274  

Shares issued in reinvestment of distributions

                 6,936,116       109,259,281  

Shares redeemed

     (14,318,067     (197,107,698     (19,916,799     (308,912,581

Net increase (decrease)

     (10,382,955   $ (143,233,966     (6,563,350   $ (100,073,026

Class A Shares:

        

Shares solda

     3,522,108     $ 47,405,977       5,986,582     $ 92,355,623  

Shares issued in reinvestment of distributions

                 2,768,759       43,071,568  

Shares redeemed

     (8,204,059     (110,029,255     (10,754,960     (164,532,286

Net increase (decrease)

     (4,681,951   $ (62,623,278     (1,999,619   $ (29,105,095

 

     
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31


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

2.  Shares of Beneficial Interest (continued)

 

    

Six Months Ended

June 30, 2020

    

Year Ended

    December 31, 2019    

 
      Shares      Amount      Shares      Amount  

Class C Shares:

           

Shares sold

     184,980      $ 2,611,596        389,809      $ 5,961,650  

Shares issued in reinvestment of distributions

                   118,043        1,813,172  

Shares redeemeda

     (679,569      (9,312,400      (1,659,137      (25,516,539

Net increase (decrease)

     (494,589    $ (6,700,804      (1,151,285    $ (17,741,717

Class R Shares:

           

Shares sold

     7,050      $ 91,030        11,975      $ 176,283  

Shares issued in reinvestment of distributions

                   4,826        73,857  

Shares redeemed

     (20,231      (262,323      (29,881      (435,123

Net increase (decrease)

     (13,181    $ (171,293      (13,080    $ (184,983

Class R6 Shares:

           

Shares sold

     611,862      $ 8,494,816        1,239,238      $ 19,145,578  

Shares issued in reinvestment of distributions

                   260,098        4,098,079  

Shares redeemed

     (1,057,779      (14,790,382      (1,768,710      (27,387,065

Net increase (decrease)

     (445,917    $ (6,295,566      (269,374    $ (4,143,408

aMay include a portion of Class C shares that were automatically converted to Class A.

3.  Transactions with Affiliates

Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Mutual Advisers, LLC (Franklin Mutual)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

Franklin Templeton Distributors, Inc. (Distributors)

   Principal underwriter

Franklin Templeton Investor Services, LLC (Investor Services)

   Transfer agent

a.  Management Fees

The Fund pays an investment management fee to Franklin Mutual based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate      Net Assets
0.675%      Up to and including $5 billion
0.645%      Over $5 billion, up to and including $7 billion
0.625%      Over $7 billion, up to and including $10 billion
0.615%      In excess of $10 billion

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

b.   Administrative Fees

Under an agreement with Franklin Mutual, FT Services provides administrative services to the Fund. The fee is paid by Franklin Mutual based on the Fund’s average daily net assets, and is not an additional expense of the Fund.

c.   Distribution Fees

The Board has adopted distribution plans for each share class, with the exception of Class Z and Class R6 shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s Class A reimbursement distribution plan, the Fund reimburses Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate. Under the Class A reimbursement distribution plan, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. In addition, under the Fund’s Class C and R compensation distribution plans, the Fund pays Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate for each class. The plan year, for purposes of monitoring compliance with the maximum annual plan rates, is February 1 through January 31.

The maximum annual plan rates, based on the average daily net assets, for each class, are as follows:

 

Class A

     0.35

Class C

     1.00

Class R

     0.50

The Board has set the current rate at 0.25% per year for Class A shares until further notice and approval by the Board.

d.   Sales Charges/Underwriting Agreements

Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. These charges are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. Distributors has advised the Fund of the following commission transactions related to the sales and redemptions of the Fund’s shares for the period:

 

Sales charges retained net of commissions paid to unaffiliated
    brokers/dealers

   $ 27,574  

CDSC retained

   $ 3,209  

e.   Transfer Agent Fees

Each class of shares pays transfer agent fees to Investor Services for its performance of shareholder servicing obligations. The fees are based on an annualized asset based fee of 0.02% plus a transaction based fee. In addition, each class reimburses Investor Services for out of pocket expenses incurred and, except for Class R6, reimburses shareholder servicing fees paid to third parties. These fees are allocated daily based upon their relative proportion of such classes’ aggregate net assets. Class R6 pays Investor Services transfer agent fees specific to that class.

For the period ended June 30, 2020, the Fund paid transfer agent fees of $1,411,558, of which $662,052 was retained by Investor Services.

f.   Waiver and Expense Reimbursements

Investor Services has contractually agreed in advance to waive or limit its fees so that the Class R6 transfer agent fees do not exceed 0.02% based on the average net assets of the class until April 30, 2021.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

4.   Expense Offset Arrangement

The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s custodian expenses. During the period ended June 30, 2020, the custodian fees were reduced as noted in the Statement of Operations.

5.   Independent Trustees’ Retirement Plan

On January 1, 1993, the Trust adopted an Independent Trustees’ Retirement Plan (Plan). The Plan is an unfunded defined benefit plan that provides benefit payments to Trustees whose length of service and retirement age meets the eligibility requirements of the Plan. Benefits under the Plan are based on years of service and fees paid to each trustee at the time of retirement. Effective in December 1996, the Plan was closed to new participants.

During the period ended June 30, 2020, the Fund’s projected benefit obligation and benefit payments under the Plan were as follows:

 

aProjected benefit obligation at June 30, 2020

   $ 315,446  

bIncrease in projected benefit obligation

   $ 14,942  

Benefit payments made to retired trustees

   $ (2,020

aThe projected benefit obligation is included in trustees’ fees and expenses in the Statement of Assets and Liabilities.

bThe increase in projected benefit obligation is included in trustees’ fees and expenses in the Statement of Operations.

6.   Income Taxes

At June 30, 2020, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:

 

Cost of investments

   $ 2,722,676,684  
  

 

 

 

Unrealized appreciation

   $ 502,600,435  

Unrealized depreciation

     (325,055,346
  

 

 

 

Net unrealized appreciation (depreciation)

   $ 177,545,089  
  

 

 

 

Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatment of foreign currency transactions.

7.   Investment Transactions

Purchases and sales of investments (excluding short term securities and securities sold short) for the period ended June 30, 2020, aggregated $624,205,897 and $778,428,804, respectively.

8.   Credit Risk and Defaulted Securities

The Fund may purchase the pre-default or defaulted debt of distressed companies. Distressed companies are financially troubled and could be or are already involved in financial restructuring or bankruptcy. Risks associated with purchasing these securities include the possibility that the bankruptcy or other restructuring process takes longer than expected, or that distributions in restructuring are less than anticipated, either or both of which may result in unfavorable consequences to the

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

Fund. If it becomes probable that the income on debt securities, including those of distressed companies, will not be collected, the Fund discontinues accruing income and recognizes an adjustment for uncollectible interest. For the period ended June 30, 2020, the Fund recorded an adjustment for uncollectible interest of $2,142,470, as noted in the Statement of Operations.

At June 30, 2020, the aggregate long value of distressed company securities for which interest recognition has been discontinued was $14,159,890, representing 0.5% of the Fund’s net assets. For information as to specific securities, see the accompanying Statement of Investments.

9.   Concentration of Risk

Investing in foreign securities may include certain risks and considerations not typically associated with investing in U.S. securities, such as fluctuating currency values and changing local, regional and global economic, political and social conditions, which may result in greater market volatility. Current political and financial uncertainty surrounding the European Union may increase market volatility and the economic risk of investing in securities in Europe. In addition, certain foreign securities may not be as liquid as U.S. securities.

10.   Novel Coronavirus Pandemic

The global outbreak of the novel coronavirus disease, known as COVID-19, has caused adverse effects on many companies, sectors, nations, regions and the markets in general, and may continue for an unpredictable duration. The effects of this pandemic may materially impact the value and performance of the Fund, its ability to buy and sell fund investments at appropriate valuations and its ability to achieve its investment objectives.

11.   Restricted Securities

The Fund invests in securities that are restricted under the Securities Act of 1933 (1933 Act). Restricted securities are often purchased in private placement transactions, and cannot be sold without prior registration unless the sale is pursuant to an exemption under the 1933 Act. Disposal of these securities may require greater effort and expense, and prompt sale at an acceptable price may be difficult. The Fund may have registration rights for restricted securities. The issuer generally incurs all registration costs.

At June 30, 2020, investments in restricted securities, excluding securities exempt from registration under the 1933 Act, were as follows:

 

Shares    Issuer   

Acquisition

Date

     Cost      Value  
2,846,329    International Automotive Components Group Brazil LLC (Value is 0.0% of Net Assets)      4/13/06 -12/26/08            $ 1,890,264            $ 53,522  

Rounds to less than 0.1% of net assets.

 

     
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

12.   Other Derivative Information

At June 30, 2020, investments in derivative contracts are reflected in the Statement of Assets and Liabilities as follows:

 

     Asset Derivatives             Liability Derivatives  
  

 

      

 

 

Derivative Contracts

Not Accounted for as

Hedging Instruments

  

Statement of

Assets and Liabilities

Location

   Fair Value          

Statement of

Assets and Liabilities

Location

   Fair Value  

Foreign exchange contracts

   Variation margin on futures contracts    $ 2,750,761 a      

Variation margin on futures contracts

   $  
   Unrealized appreciation on OTC forward exchange contracts      7,229,796       

Unrealized depreciation on OTC forward exchange contracts

     4,825,205  
     

 

 

         

 

 

 

Totals

      $ 9,980,557           $ 4,825,205  
     

 

 

         

 

 

 

aThis amount reflects the cumulative appreciation (depreciation) of futures contracts as reported in the Statement of Investments. Only the variation margin receivable/ payable at period end is separately reported within the Statement of Assets and Liabilities. Prior variation margin movements were recorded to cash upon receipt or payment.

For the period ended June 30, 2020, the effect of derivative contracts in the Statement of Operations was as follows:

 

Derivative Contracts

Not Accounted for as

Hedging Instruments

  

Statement of

Operations Location

 

Net Realized

Gain (Loss) for

the Period

    

Statement of

Operations Location

  

Net Change in

Unrealized
Appreciation
(Depreciation)
for the Period

 
   Net realized gain (loss) from:                 Net change in unrealized appreciation (depreciation) on:               

Foreign exchange contracts

   Forward exchange contracts     $ 5,209,993      Forward exchange contracts       $ 14,638,677  
   Futures contracts       2,187,309      Futures contracts         4,598,936  
      

 

 

          

 

 

 

Totals

       $ 7,397,302            $ 19,237,613  
      

 

 

          

 

 

 

For the period ended June 30, 2020, the average month end notional amount of futures contracts represented $187,454,249. The average month end contract value of forward exchange contracts was $657,051,771.

See Note 1(c) regarding derivative financial instruments.

13.   Credit Facility

The Fund, together with other U.S. registered and foreign investment funds (collectively, Borrowers), managed by Franklin Templeton, are borrowers in a joint syndicated senior unsecured credit facility totaling $2 billion (Global Credit Facility) which matures on February 5, 2021. This Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests.

Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee of 0.15% based upon the unused portion of the Global Credit Facility. These fees are reflected in other expenses in the Statement of Operations. During the period ended June 30, 2020, the Fund did not use the Global Credit Facility.

 

     

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

 

14.   Fair Value Measurements

The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s financial instruments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical financial instruments

 

   

Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.)

 

   

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of financial instruments)

The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.

A summary of inputs used as of June 30, 2020, in valuing the Fund’s assets and liabilities carried at fair value, is as follows:

 

      Level 1        Level 2        Level 3      Total  

Assets:

               

Investments in Securities:a

               

Equity Investments:b

               

Aerospace & Defense

   $        $ 76,933,832        $      $ 76,933,832  

Auto Components

                       53,522        53,522  

Automobiles

              84,057,073                 84,057,073  

Banks

     128,751,938          108,256,638                 237,008,576  

Chemicals

              69,253,947                 69,253,947  

Media

     186,983,554                   49,860        187,033,414  

Pharmaceuticals

     275,468,212          119,241,867                 394,710,079  

Technology Hardware, Storage & Peripherals

     75,883,563          100,428,865                 176,312,428  

Textiles, Apparel & Luxury Goods

     38,891,808          61,714,482                 100,606,290  

Thrifts & Mortgage Finance

              23,780,393                 23,780,393  

Tobacco

              118,556,158                 118,556,158  

All Other Equity Investments

     1,228,956,039                          1,228,956,039  

Corporate Notes and Senior Floating Rate Interests

              42,454,999                 42,454,999  

Corporate Notes in Reorganization

              14,159,890                 14,159,890  

Companies in Liquidation

                       25,456 c        25,456  

Short Term Investments

     122,486,850          18,673,322                 141,160,172  

Total Investments in Securities

   $   2,057,421,964        $   837,511,466        $           128,838      $   2,895,062,268  

Other Financial Instruments:

               

Futures Contracts

   $ 2,750,761        $        $      $ 2,750,761  

Forward Exchange Contracts

              7,229,796                 7,229,796  

Total Other Financial Instruments

   $ 2,750,761        $ 7,229,796        $      $ 9,980,557  

 

     
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Beacon Fund (continued)

14.   Fair Value Measurements (continued)

 

     Level 1        Level 2        Level 3        Total  

 

 

Liabilities:

                 

Other Financial Instruments:

                 

Forward Exchange Contracts

     $                     —        $         4,825,205        $                     —        $         4,825,205  
  

 

 

 

aFor detailed categories, see the accompanying Statement of Investments.

bIncludes common and preferred stocks as well as other equity interests.

cIncludes securities determined to have no value at June 30, 2020.

A reconciliation in which Level 3 inputs are used in determining fair value is presented when there are significant Level 3 assets and/or liabilities at the beginning and/or end of the period.

15.   New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in the ASU provides optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of LIBOR and other interbank-offered based reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying this ASU.

16.   Subsequent Events

The Fund has evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure.

Abbreviations

 

Counterparty    Currency    Selected Portfolio     

 

  

BOFA

   Bank of America Corp.    EUR    Euro    ADR    American Depositary Receipt   

BONY

   The Bank of New York Mellon Corp.    GBP    British Pound    FHLB    Federal Home Loan Bank   

HSBK

   HSBC Bank PLC    USD    United States Dollar    FRN    Floating Rate Note   

SSBT

   State Street Bank and Trust Co., N.A.          LIBOR    London InterBank Offered Rate   

UBSW

   UBS AG               

 

     

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Shareholder Information

 

Board Approval of Investment

Management Agreements

FRANKLIN MUTUAL SERIES FUNDS

Franklin Mutual Beacon Fund

(Fund)

The Board of Trustees (Board), including a majority of trustees that are not “interested persons” as such term is defined in section 2(a)(19) of the Investment Company Act of 1940 (hereinafter referred to as “independent trustees”), at a meeting held on May 14, 2020, unanimously approved the renewal of the Fund’s investment management agreement. Prior to a meeting of all of the trustees for the purpose of considering such renewal, the independent trustees participated in two other meetings held in connection with the renewal process. Throughout the process, the independent trustees received assistance and advice from and met separately with independent counsel. The independent trustees met with and interviewed officers of the investment manager (including portfolio managers), the transfer agent and shareholder services group and the distributor. In approving the renewal of the investment management agreement for the Fund, the Board, including the independent trustees, determined that the investment management fee structure was fair and reasonable and that continuance of the agreement was in the best interests of the Fund and its shareholders.

In reaching their decision on the investment management agreement, the trustees took into account information furnished throughout the year at regular Board meetings, as well as information specifically requested and furnished for the renewal process, which culminated in the meetings referred to above for the specific purpose of considering such agreement. Information furnished throughout the year included, among others, reports on the Fund’s investment performance, expenses, portfolio composition, portfolio brokerage execution, client commission arrangements, derivatives, securities lending, asset segregation, portfolio turnover, Rule 12b-1 plan, distribution, shareholder servicing, legal and compliance matters, pricing of securities, sales and redemptions, and marketing support payments made to financial intermediaries, as well as a third-party survey of transfer agent fees charged to funds within the Franklin Templeton Investments (FT) complex in comparison with those charged to other fund complexes deemed comparable. Also, related financial statements and other information about the scope and quality of services provided by the investment manager and its affiliates and enhancements to

such services over the past year were provided. In addition, the trustees received periodic reports throughout the year and during the renewal process relating to compliance with the Fund’s investment policies and restrictions. During the renewal process, the independent trustees considered the investment manager’s methods of operation within the Franklin Templeton group and its activities on behalf of other clients. The Board also noted that it received an annual report on all payments made by FT or the Fund to financial intermediaries engaged in the sale of Fund shares, as well as a memorandum relating to third-party servicing arrangements in response to a Guidance Update from the U.S. Securities and Exchange Commission (SEC) relating to mutual fund distribution and sub-accounting fees.

The information obtained by the trustees during the renewal process also included a special report prepared by Broadridge Financial Solutions, Inc., an independent third-party analyst that utilizes data from Lipper, Inc. (“Lipper”), comparing the Fund’s investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper (Broadridge Section 15(c) Report). The trustees reviewed the Broadridge Section 15(c) Report and its usefulness in the renewal process with respect to matters such as comparative fees, expenses, expense ratios, performance and volatility. They concluded that the report continues to be a reliable resource in the performance of their duties.

In addition, the trustees received a Profitability Study (Profitability Study) prepared by management discussing the profitability to FT from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Over the past year, the Board and counsel to the independent trustees continued to receive reports on management’s handling of recent regulatory inquiries and pending legal actions against the investment manager and its affiliates. The independent trustees were satisfied with the actions taken to date by management in response to such regulatory and legal matters.

The trustees reviewed the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of the investment manager. As part of this review, particular attention was given to management’s diligent risk management program, including continual monitoring and management of cybersecurity, liquidity and counterparty credit risk, and attention given to derivatives and other complex instruments that are held and expected to be held by the Fund and how such instruments

 

 

     
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are used to carry out the Fund’s investment goal(s). The Board also took into account, among other things, management’s efforts in establishing a global credit facility for the benefit of the Fund and other accounts managed by FT to provide a source of cash for temporary and emergency purposes or to meet unusual redemption requests as well as the strong financial position of the investment manager’s parent company and its commitment to the mutual fund business. The Board noted management’s continuing efforts and expenditures in establishing effective business continuity plans and developing strategies to address areas of heightened concern in the mutual fund industry, such as cybersecurity and liquidity risk management. The Board also recognized management’s commitment to facilitating Board oversight of particular areas, including derivatives and payments to intermediaries, by enhanced reporting.

In addition to the above and other matters considered by the trustees throughout the course of the year, the following discussion relates to certain primary factors relevant to the Board’s decision. This discussion of the information and factors considered by the Board (including the information and factors discussed above) is not intended to be exhaustive, but rather summarizes certain factors considered by the Board. In view of the wide variety of factors considered, the Board did not, unless otherwise noted, find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual trustees may have assigned different weights to various factors.

NATURE, EXTENT AND QUALITY OF SERVICES. The trustees reviewed the nature, extent and quality of the services provided, and to be provided, by the investment manager. The trustees cited the investment manager’s ability to implement the Fund’s disciplined value investment approach and its long-term relationship with the Fund as reasons that shareholders choose to invest, and remain invested, in the Fund. The trustees reviewed the Fund’s portfolio management team, including its performance, staffing, skills and compensation program. With respect to portfolio manager compensation, management assured the trustees that the Fund’s long-term performance is a significant component of incentive-based compensation and noted that a portion of a portfolio manager’s incentive-based compensation is paid in shares of pre-designated funds from the portfolio manager’s fund management area. The trustees noted that the portfolio manager compensation program aligned the interests of the portfolio managers with that of shareholders of the Fund. The trustees discussed with management various other products, portfolios and entities

that are advised by the investment manager and the allocation of assets and expenses among and within them, as well as their relative fees and reasons for differences with respect thereto and any potential conflicts. During regular Board meetings and the aforementioned meetings of the independent trustees, the trustees received reports and presentations on the investment manager’s best execution trading policies. The trustees considered periodic reports provided to them showing that the investment manager complied with the investment policies and restrictions of the Fund as well as other reports periodically furnished to the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics covering the investment management personnel, the adherence to fair value pricing procedures established by the Board and the accuracy of net asset value calculations. The Board noted the extent of the benefits provided to Fund shareholders from being part of the Franklin Templeton group of funds, including the right to exchange investments between funds (same class) without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings of other funds to obtain reduced sales charges. The Board considered the investment manager’s significant efforts in developing and implementing compliance procedures established in accordance with SEC and other requirements.

The Board considered the nature, extent and quality of the services to be provided under the Fund’s other service agreements to determine that, on an overall basis, Fund shareholders were well served. In this connection, the Board also took into account transfer agent and shareholder services provided to Fund shareholders by an affiliate of the investment manager, noting continuing expenditures by management to increase and improve the scope of such services and favorable periodic reports on shareholder services conducted by independent third parties. While such considerations directly affected the trustees’ decision in renewing the Fund’s transfer agent and shareholder services agreement, the Board also considered these commitments as incidental benefits to Fund shareholders deriving from the investment management relationship.

Based on their review, the trustees were satisfied with the nature and quality of the overall services provided, and to be provided, by the investment manager and its affiliates to the Fund and its shareholders and were confident in the abilities of the management team to continue the disciplined value investment approach of the Fund and to provide quality services to the Fund and its shareholders.

 

 

     

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INVESTMENT PERFORMANCE. The trustees reviewed and placed significant emphasis on the investment performance of the Fund over the one-, three-, five- and 10-year periods ended December 31, 2019. They considered the history of performance of the Fund relative to various benchmarks. As part of their review, they inquired of management regarding benchmarks, style drift and restrictions on permitted investments. Consideration was also given to performance in the context of available levels of cash during the periods.

The trustees had meetings during the year, including the meetings referred to above held in connection with the renewal process, with the Fund’s portfolio managers to discuss performance and the management of the Fund. In addition to the materials provided by management in connection with the renewal process, the independent trustees requested throughout the year (and received) additional presentations from the investment manager and senior management of FT regarding the performance of the investment manager and the Fund. As part of these presentations, the investment manager and senior management of FT reviewed enhancements that have been made, and are being made, to the investment manager’s investment process. In addition, it was noted that senior management of FT is conducting a review of the investment manager and the Fund and will report the results thereof to the independent trustees when completed.

Particular attention in assessing performance was given to the Broadridge Section 15(c) Report. That report showed the investment performance of the Fund (Class A shares) in comparison to other funds determined comparable by Lipper.

The comparable funds to the Fund, as chosen by Lipper, included all retail and institutional global multi-cap value funds. The Fund had total returns in the second-best performing quintile for the one-year period ended December 31, 2019, and had annualized total returns for the three- and five-year periods in the middle and best performing quintiles, respectively. The trustees noted that the Fund’s total return on an annualized basis for the 10-year period ended December 31, 2019 was in the best performing quintile. The Board was satisfied with such comparative performance.

The trustees also compared Fund performance to other industry benchmarks, including measures of risk-adjusted performance of a fund, as part of their evaluation of investment performance. The trustees concluded that the Fund had continued to perform well in comparison to its various benchmarks and in the context of the Fund’s goals.

COMPARATIVE EXPENSES AND MANAGEMENT PROFITABILITY. The trustees considered the cost of the services provided and to be provided and the profits realized by the investment manager and its affiliates from their respective relationships with the Fund. As part of the renewal process, the trustees explored with management the trends in expense ratios over the past three fiscal years and the reasons for any increases in the Fund’s expense ratios (or components thereof). In considering the appropriateness of the management fee and other expenses charged to the Fund, the Board took into account various factors including investment performance and matters relating to Fund operations, including, but not limited to, the quality and experience of its portfolio managers and research staff. Consideration was also given to a comparative analysis in the Broadridge Section 15(c) Report of the investment management fee and total expense ratio of the Fund in comparison with those of a group of other funds selected by Lipper as its appropriate Lipper expense group. Lipper expense data is based upon information taken from each fund’s most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Lipper to be an appropriate measure of comparative expenses.

In reviewing comparative costs, emphasis was given to the Fund’s contractual management fee in comparison with the contractual management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper contractual management fee analysis includes administrative charges as being part of the management fee, and total expenses, for comparative consistency, are shown by Lipper for Fund Class A shares.

The Fund’s contractual management fee rate was in the second-least expensive quintile of its Lipper expense group and its total expenses were in the least expensive quintile of such group. The Board was satisfied with such comparative fees and expenses.

The trustees also reviewed the Profitability Study addressing profitability of Franklin Resources, Inc., from its overall U.S. fund business, as well as profitability to the Fund’s investment manager and its affiliates, from providing

 

 

     
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investment management and other services to the Fund during the 12-month period ended September 30, 2019, the most recent fiscal year-end of Franklin Resources, Inc. The trustees reviewed the basis on which such reports are prepared and the cost allocation methodology utilized in the Profitability Study, it being recognized that allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that the reasonableness of the cost allocation methodologies was reviewed by independent accountants on an every other year basis.

The independent trustees met with management to discuss the Profitability Study. This included, among other things, a comparison of investment management income with investment management expenses of the Fund; comparison of underwriting revenues and expenses; the relative relationship of investment management and underwriting expenses; shareholder servicing profitability; economies of scale; and the relative contribution of the Fund to the profitability of the investment manager and its parent. In discussing the Profitability Study with the Board, the investment manager stated its belief that the costs incurred in establishing the infrastructure necessary to operate the type of mutual fund operations conducted by it and its affiliates may not be fully reflected in the expenses allocated to the Fund in determining its profitability.

The Board also took into account management’s expenditures in improving shareholder services provided to the Fund, as well as the need to meet additional regulatory and compliance requirements. The trustees also considered the extent to which the investment manager may derive ancillary benefits from Fund operations, including those derived from economies of scale, discussed below, the allocation of Fund brokerage and the use of commission dollars to pay for research and other similar services.

Based upon their consideration of all these factors, the trustees determined that the level of profits realized by the investment manager and its affiliates in providing services to the Fund was not excessive in view of the nature, quality and extent of services provided.

ECONOMIES OF SCALE. The Board considered economies of scale realized by the investment manager and its affiliates as the Fund grows larger and the extent to which they are shared with Fund shareholders, as for example, in the level of the investment management fee charged, in the quality and efficiency of services rendered and in increased capital commitments benefiting the Fund directly or indirectly. While

recognizing that any precise determination is inherently subjective, the trustees noted that, based upon the Profitability Study, as some funds increase in size, at some point economies of scale may result in the investment manager realizing a larger profit margin on investment management services provided to such a fund. The trustees also noted that benefits of economies of scale will be shared with Fund shareholders due to the decline in the effective investment management fee rate as breakpoints are achieved by the Fund.

The trustees noted that breakpoints had been instituted as part of the Fund’s investment management fee and that the Board regularly evaluates whether additional breakpoints are appropriate. The trustees assessed the savings to shareholders resulting from such breakpoints and believed they were, and continue to be, appropriate and they agreed to continue to monitor the appropriateness of the breakpoints. The trustees also considered the effects an increase in assets under management would have on the investment management fee and expense ratio of the Fund. To the extent further economies of scale may be realized by the investment manager and its affiliates, the Board believed the investment management fees provide a sharing of benefits with the Fund and its shareholders.

Liquidity Risk Management Program

The Funds have adopted and implemented a written Liquidity Risk Management Program (the “LRMP”) as required by Rule 22e-4 under the Investment Company Act of 1940. The program is designed to assess and manage each Fund’s liquidity risk, taking into consideration the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources including the Funds’ interfund lending facility and line of credit. The Funds’ Board of Trustees approved the appointment of the Director of Liquidity Risk within the Investment Risk Management Group (the “IRMG”) as the Administrator of the LRMP. The IRMG maintains the Investment Liquidity Committee (the “ILC”) to provide oversight and administration of policies and procedures governing liquidity risk management for FT products and portfolios. The ILC includes representatives from Franklin Templeton’s Risk, Trading, Global Compliance, Investment Compliance, Investment Operations, Valuation Committee and Product Management groups.

 

 

     

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The LRMP Administrator Annual Report was presented to the Fund(s) Board of Trustees at their meetings in May 2020. The report covered the adequacy and effectiveness of the program during the period December 1, 2018 to December 31, 2019 (the “covered period”). The report concluded that (i.) the LRMP, as adopted and implemented, remains reasonably designed to assess and manage each Fund’s liquidity risk; (ii.) the LRMP, including the Highly Liquid Investment Minimum (“HLIM”) where applicable, was implemented and operated effectively to achieve the goal of assessing and managing each Fund’s liquidity risk; and (iii.) each fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund. In addition, the LRMP Administrator presented the Fund Board of Trustees an update on liquidity during the first quarter of 2020 in relation to the COVID-19 pandemic.

During the reporting period, the Fund maintained a high level of liquid assets that are defined under the Liquidity Rule as ‘‘Highly Liquid Investments.’’ As a result, the Fund was designated a “Primarily Highly Liquid Fund” as defined under the Liquidity Rule and has not adopted a ‘‘Highly Liquid Investment Minimum.’’ A Highly Liquid Investment is defined as cash and any investment reasonably expected to be convertible to cash in current market conditions in three business days or less without the conversion to cash significantly changing the market value of the investment.

There can be no assurance that the program will achieve its objectives in the future. Please refer to your Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.

Proxy Voting Policies and Procedures

The Fund’s investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund’s complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. Copies of the Fund’s proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission’s website at sec.gov and reflect the most recent 12-month period ended June 30.

Quarterly Statement of Investments

The Trust, on behalf of the Fund, files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year as an exhibit to its report on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the Commission’s website at sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.

Householding of Reports and Prospectuses

You will receive the Fund’s financial reports every six months as well as an annual updated summary prospectus (prospectus available upon request). To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the financial reports and summary prospectus. This process, called “householding,” will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at (800) 632-2301. At any time you may view current prospectuses/summary prospectuses and financial reports on our website. If you choose, you may receive these documents through electronic delivery.

 

 

     
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Authorized for distribution only when accompanied or preceded by a summary prospectus and/or prospectus. Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing. A prospectus contains this and other information; please read it carefully before investing.

To help ensure we provide you with quality service, all calls to and from our service areas are monitored and/or recorded.

 

 

 

LOGO  

Semiannual Report and Shareholder Letter

Franklin Mutual Beacon Fund

 
  Investment Manager    Distributor   Shareholder Services
  Franklin Mutual Advisers, LLC   

Franklin Templeton Distributors, Inc.

(800) DIAL BEN® / 342-5236

 

(800) 632-2301 - (Class A, C, R &

R6)

     franklintempleton.com   (800) 448-FUND - (Class Z)

 

© 2020 Franklin Templeton Investments. All rights reserved.    476 S 08/20


LOGO

Sign up for electronic delivery at franklintempleton.com/edelivery


 

Internet Delivery of Fund Reports Unless You Request Paper Copies: Effective January 1, 2021, as permitted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request them from the Fund or your financial intermediary. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you have not signed up for electronic delivery, we would encourage you to join fellow shareholders who have. You may elect to receive shareholder reports and other communications electronically from the Fund by calling (800) 632-2301 or by contacting your financial intermediary.

You may elect to continue to receive paper copies of all your future shareholder reports free of charge by contacting your financial intermediary or, if you invest directly with a Fund, calling (800) 632-2301 to let the Fund know of your request. Your election to receive reports in paper will apply to all funds held in your account.


SHAREHOLDER LETTER

Dear Franklin Mutual Global Discovery Fund Shareholder:

 

During the six months ended June 30, 2020, global equity markets were extremely volatile and declined as the spread of the novel coronavirus (COVID-19)—first reported in December and initially centered in China—disrupted economic activity and contributed to negative investor sentiment for risk assets. Share prices plunged dramatically, pulling global equities from near-record levels in mid-February before bottoming in late March. Global stocks snapped back in April and May but moderated in June to close the period significantly above the market trough, although still in negative territory. The broad U.S. equity market, as measured by the Standard & Poor’s® 500 Index, finished the period down -3.08%, and global stocks, as measured by the MSCI World Index, retreated -5.48%.1

As the period opened, major equity markets were rallying, lifted by China and the United States’ Phase-One trade agreement that was intended to serve as the foundation of a comprehensive settlement of two years of tariff one-upmanship between the world’s two largest economies. Then, COVID-19 emerged and upended these and other plans.

The spread of the pandemic evolved into a global public health crisis, and countries around the world implemented lockdown and physical distancing measures intended to “flatten the curve” of the contagion. Consumer and business spending fell, and manufacturing and other activity came to a virtual halt. Consequently, the world’s major economies fell into recession—including an end to the record-long U.S. expansion—and projections about the economic fallout exceeded that of the 2007–2009 Global Financial Crisis.

In response, central banks expanded their mandates to support economies and markets. The U.S. Federal Reserve (Fed) and the U.S. Congress undertook unprecedented monetary and fiscal stimulus that included lowering the federal funds rate to a range of 0.00%–0.25%; initiating open-ended quantitative easing; pledging to purchase short-dated investment-grade corporate debt and exchange-traded funds; sending checks directly to millions of Americans; expanding unemployment insurance; and

 

offering billions in loans to both small and large businesses. The European Union approved a 750 billion (US$825 billion) COVID-19 recovery fund that recommended financial burden sharing among member states.

Policymakers’ “whatever-it-takes” approach lifted investor sentiment, and stock prices surged. Rates of infection in some of the viral epicenters around the world slowed, and government officials, eager to restart economies, embarked on a gradual, albeit uneven, reopening.

In the period’s final month, the market rally continued but slowed considerably as the number of new, daily COVID-19 diagnoses spiked in U.S. states that were among the first to reopen. These trends may have worsened as many restless citizens, locked down since March, were less than diligent about adhering to social distancing and face-covering guidelines.

In late June, the Fed released the results of its annual Comprehensive Capital Analysis and Review report of large banks, better known as stress tests, and concluded that “banks can remain strong in the face of even the harshest shocks.” Nevertheless, the Fed capped dividends of banks at current levels and halted share buybacks until after the third quarter. Bank stocks reacted negatively to this development.

Market volatility and economic uncertainty can often present what we consider opportunities. We used our bottom-up, fundamentally driven investment process to add select positions that historically have not met our investment criteria but were now, in our opinion, attractively valued, and to move capital between existing positions to reflect market shifts. We believe this approach may offer meaningful upside potential and a degree of downside protection in periods of financial market turbulence. While the current level of uncertainty may be unnerving, it is important to remember that the market historically rewards investors who take a long-term perspective. To that end, we recognize the importance of financial advisors in today’s markets and encourage investors to continue to seek their advice. Amid changing

 

 

1. Source: Morningstar.

See www.franklintempletondatasources.com for additional data provider information.

 

 
    Not FDIC Insured  | May Lose Value | No Bank Guarantee

 

     
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markets and economic conditions, we are confident investors with a well-diversified portfolio and a patient, long-term outlook should be well-positioned for the years ahead.

On the following pages, the portfolio management team reviews investment decisions that pertain to performance during the past six months considering the economic environment and other factors. Please remember all securities markets fluctuate, as do mutual fund share prices.

We thank you for investing with Franklin Templeton, welcome your questions and comments, and look forward to continuing to serve your investment needs in the years ahead.

Sincerely,

Peter A. Langerman

Chairman, President and Chief Executive Officer

Franklin Mutual Advisers, LLC

This letter reflects our analysis and opinions as of June 30, 2020, unless otherwise indicated. The information is not a complete analysis of every aspect of any market, country, industry, security or fund. Statements of fact are from sources considered reliable.

Contents

 

 

 

Semiannual Report

  

Franklin Mutual Global Discovery Fund

     3  

Performance Summary

     8  

Your Fund’s Expenses

     10  

Financial Highlights and Statement of Investments

     11  

Financial Statements

     23  

Notes to Financial Statements

     28  

Shareholder Information

     42  

 

 

Visit franklintempleton.com for fund updates, to access your account, or to find helpful financial planning tools.

 

 

 

     

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SEMIANNUAL REPORT

Franklin Mutual Global Discovery Fund

 

This semiannual report for Franklin Mutual Global Discovery Fund covers the period ended June 30, 2020. The reorganization of Franklin Mutual International Fund into Franklin Mutual Global Discovery Fund, as approved by shareholders, was completed on February 21, 2020. Shares of Franklin Mutual International Fund share classes A, C, R, R6 and Z were exchanged for shares in Franklin Mutual Global Discovery Fund share classes A, C, R, R6 and Z, respectively. We welcome the former shareholders of Franklin Mutual International Fund that now own shares of Franklin Mutual Global Discovery Fund.

Your Fund’s Goal and Main Investments

The Fund’s investment goal is capital appreciation. Under normal market conditions, the Fund invests primarily in equity securities of U.S. and foreign companies that we believe are available at market prices less than their intrinsic value. The equity securities in which the Fund invests are primarily common stock, with a current focus on mid- and large cap companies. To a lesser extent, the Fund also invests in merger arbitrage securities and the debt and equity of distressed companies. The Fund may invest a substantial portion, potentially up to 100% of its assets, in foreign securities, which may include sovereign debt and participations in foreign government debt. The Geographic Composition bar chart on this page lists the leading countries where the Fund invests.

Performance Overview

The Fund’s Class Z shares posted a -21.67% cumulative total return for the six months ended June 30, 2020. For comparison, the Fund’s benchmark, the MSCI World Index (USD), which tracks stock performance in global developed markets, posted a -5.48% total return.1 You can find more of the Fund’s performance data in the Performance Summary beginning on page 8.

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from

Geographic Composition*

Based on Total Net Assets as of 6/30/20

 

LOGO

*Figures are stated as a percentage of total and may not equal 100% or may be negative due to rounding, use of any derivatives, unsettled trades or other factors.

figures shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

Economic and Market Overview

Global developed and emerging market equities, as measured by the MSCI All Country World Index (USD), posted a -5.99% total return during the six months under review.1 Stocks fell sharply in early 2020 as countries around the world implemented lockdown measures in an effort to slow the spread of the novel coronavirus (COVID-19). Global supply chain disruptions, business and personal restrictions, and subdued consumer spending drove many investors to sell equity holdings in favor of perceived safe investments

 

 

1. Source: Morningstar.

The index is unmanaged and includes reinvestment of any income or distributions. It does not reflect any fees, expenses or sales charges. One cannot invest directly in an index, and an index is not representative of the Fund’s portfolio.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments (SOI).

The SOI begins on page 16.

 

     
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such as government bonds and cash. While global equities, notably in the U.S., rebounded in April and May amid optimism about easing lockdown restrictions, concerns about a second wave of infections hindered equities in June, as investors weighed the possibility of renewed restrictions.

In the U.S., government mandates to mitigate the COVID-19 pandemic severely impacted the economy beginning in March 2020. As a result, the unemployment rate surged to 14.7% in April, as many businesses, particularly those involved in hospitality, retail and travel, announced mass layoffs.2 According to the National Bureau of Economic Research, the longest U.S. economic expansion in history ended in February 2020 as the country slipped into a severe recession. Nonetheless, near period-end, there were signs that a recovery was underway, as jobless claims fell considerably from their peak in early April, retail sales rose sharply in May, and the unemployment rate fell to 11.1% in June.2 Along with optimism about improved treatments and potential vaccines for COVID-19, the positive economic signals contributed to a significant equity rebound in April and May. However, an increase in COVID-19 infections in many states throughout June pressured U.S. stocks.

Additionally, the U.S. Federal Reserve (Fed) made significant efforts to support the U.S. economy. In March 2020, as the pandemic began to severely impact the economy and financial markets, the Fed implemented two emergency rate cuts, lowering the federal funds target rate to a range of 0.00%–0.25%, and announced sweeping quantitative easing measures aimed at ensuring credit flow to borrowers and supporting credit markets with unlimited amounts of bond purchasing.

In the eurozone, some analysts forecasted a significant contraction in 2020, particularly in southern European countries, as the magnitude of the economic disruption caused by the pandemic became apparent. European developed market equities, as measured by the MSCI Europe Index (USD), posted a -12.43% total return for the period.1 To stimulate growth, the European Central Bank implemented a broad bond-buying program, and many countries passed fiscal stimulus measures.

Asian developed and emerging market equities, as measured by the MSCI All Country Asia Index (USD), posted a -5.51% total return during the six-month period.1 The onset of the pandemic brought dramatically slower economic activity in Asia, as businesses halted operations and

manufacturing and export activity declined sharply in the region’s major economies. Asian markets generally advanced toward period-end, bolstered by fiscal stimulus measures and economies reopening throughout the region, especially in China.

Emerging market stocks, as measured by the MSCI Emerging Markets Index (USD), posted a -9.67% total return due primarily to the COVID-19 pandemic.1 A sharp decrease in prices for oil and other natural resources also hurt emerging market economies reliant on these exports. In the last quarter of the reporting period, however, investor optimism led to a stock rally, particularly in emerging market countries that had successfully lowered infection rates.

Investment Strategy

At Franklin Mutual Series, we are committed to our distinctive value approach to investing, which we believe can generate above-average risk-adjusted returns over time for our shareholders. Our major investment strategy is investing in undervalued stocks. When selecting undervalued equities, we are attracted to what we believe are fundamentally strong companies with healthy balance sheets, high-quality assets, substantial free cash flow and shareholder-oriented management teams and whose stocks are trading at discounts to our assessment of the companies’ intrinsic or business value. We also look for asset-rich companies whose shares may be trading at depressed levels due to concerns over short-term earnings disappointments, litigation, management strategy or other perceived negatives. This strict value approach is not only intended to improve the likelihood of capital appreciation, but also reduces the risk of substantial declines, in our opinion. While the vast majority of our undervalued equity investments are made in publicly traded companies globally, we may invest occasionally in privately held companies as well. Our portfolio selection process generally includes an assessment of the potential impacts of any material environmental, social and governance (ESG) factors on the long-term risk and return profile of a company.

To a lesser extent, we complement this more traditional investment strategy with two others. One is distressed investing, a highly specialized field that has proven quite profitable during certain periods over the years. Distressed investing is complex and can take many forms. The most common distressed investment the Fund undertakes is the purchase of financially troubled or bankrupt companies’ debt

 

 

2. Source: U.S. Bureau of Labor Statistics.

See www.franklintempletondatasources.com for additional data provider information.

 

     

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FRANKLIN MUTUAL GLOBAL DISCOVERY FUND

 

at a substantial discount to face value. After the financially distressed company is reorganized, often in bankruptcy court, the old debt is typically replaced with new securities issued by the financially stronger company.

The other piece of our investment strategy is participating in arbitrage situations, another highly specialized field. When companies announce proposed mergers or takeovers, commonly referred to as deals, the target company may trade at a discount to the bid it ultimately accepts. One form of arbitrage involves purchasing the target company’s stock when it is trading below the value we believe it would receive in a deal. In keeping with our commitment to a relatively conservative investment approach, we typically focus our arbitrage efforts on announced deals, and avoid rumored deals or other situations we consider relatively risky. In addition, it is our practice to hedge the Fund’s currency exposure when we deem it advantageous for our shareholders.

Manager’s Discussion

The novel coronavirus (COVID-19) pandemic has significantly altered our way of life. Despite this, stocks have rallied off the March 23 market bottom and are within range of the pre-pandemic, all-time highs achieved earlier in the year. While the economy has reopened, the recovery is likely to be uneven. The question that we wrestle with daily is what does this scenario mean for equities in general and undervalued stocks in particular?

Markets rose sharply in April, as investors moved back into the growth stocks that propelled the market to the all-time highs of January. In late May, however, there was a turn in market sentiment resulting in value briefly outperforming growth. Undervalued stocks often benefit in periods of improving economic activity or stabilization as business prospects improve. Increasing demand across the economy, especially in cyclical sectors, can provide a tailwind for these companies and drive shareholder value. This is a scenario that often occurs off an economic bottom, and we are positioning our portfolios to capitalize on this trend.

The second-quarter earnings reporting season (occurring in July and August) marks the first period with the full impact of the economic lockdowns and will provide a more complete view into the pandemic’s impact on corporate statements. Many financial officers withdrew full-year 2020 guidance, as they reported first-quarter results, due to limited revenue visibility. As a result, the path ahead for stocks is less clear. We remain cautious amid these elevated risks.

Top 10 Sectors/Industries

Based on Equity Securities as of 6/30/20

 

     

% of Total

Net Assets

Pharmaceuticals

   12.1%

Oil, Gas & Consumable Fuels

   8.9%

Banks

   7.3%

Insurance

   6.9%

Technology Hardware, Storage & Peripherals

   4.9%

Software

   4.3%

Tobacco

   4.1%

Health Care Providers & Services

   3.8%

Automobiles

   3.4%

Capital Markets

   3.3%

Our traditional value equity investment approach is complemented with two other strategies: distressed investing and merger arbitrage.

Within our distressed credit strategy, we targeted companies and industries directly impacted by the coronavirus pandemic. The robust government fiscal and monetary intervention have limited the number of attractive options, but we have found opportunities in the energy sector and the retail and travel industries. Although each situation is unique, these securities have strong collateral packages and covenant protections or other features that we believe make them substantially more attractive than the broad array of available distressed debt.

Within merger arbitrage, which involves trading the stocks of companies involved in a merger or acquisition (M&A), activity has slowed significantly since the onset of the pandemic. Deal terms agreed to before the virus emerged have become unbalanced and are now more favorable for sellers than they are for buyers. Not surprisingly, some of these proposals have become embroiled in litigation. Also, M&A activity has slowed as the economic realities of the coronavirus get priced into the market, and bankers are challenged to conduct due diligence remotely. As the period ended, we began to see signs that transactions activity might resume, but we would expect the second half of the year to be focused on resolving pending deals, rather than significant growth in new ones.

Fund Performance

Turning to Fund performance, investments that detracted included U.S.-based companies Wells Fargo, American International Group (AIG; not held at period-end) and Hartford Financial Services Group.

 

 

     
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The shares of diversified financial services company Wells Fargo were pulled down by negative investor sentiment for financials, which have trailed the broader market rally from the March 23 bottom. Concerns about a possible dividend cut as bank earnings have come under pressure, and speculation about the Fed moving to negative interest rates—subsequently refuted by Fed Chairman Jerome Powell—contributed to the selloff. Earlier in the period, management reported year-end 2019 earnings that fell well short of consensus estimates.

Shares of insurer AIG retreated as COVID-19 concerns and a lack of clarity on forward guidance related to expenses and investment income contributed to negative investor sentiment. The stock initially rallied following the company’s first-quarter earnings call at which management revealed that the majority of its property policies—which include coverage for business interruption—contained exclusions for losses related to viruses.

Shares of insurance products provider Hartford Financial Services Group trended down on investor concerns about COVID-19 exposure within the company’s various insurance lines. Management asserted that significant losses on business interruption coverages are unlikely because of existing policy language containing virus exclusions in most policies. Nevertheless, there has been a surge in property claims attributable to the pandemic, and management acknowledged there could be higher loss costs, litigation activity and legal expenses. Share repurchases totaled $150 million in 2020’s first quarter, but like most companies, stock buybacks have been suspended pending greater clarity on earnings. There is $650 million remaining under the authorization, which expires in December. Earlier in the period, Hartford’s stock price rallied after the insurer reported fourth-quarter 2019 financial results that surpassed consensus estimates for operating earnings and revenue, driven by underwriting results in property and casualty, a lower group disability loss ratio in group benefits and improved net investment income.

During the period under review, Fund investments that contributed positively to performance included U.S.-based companies Eli Lilly, Kraft Heinz and NortonLifeLock (not held at period-end).

Shares of pharmaceutical products company Eli Lilly were volatile but climbed during the period. Investor sentiment improved as the market came to the realization that the company’s business may not be meaningfully impacted by the disruption caused by the COVID-19 pandemic. First-quarter financial results exceeded consensus sales and earnings expectations, with revenues benefiting from

Top 10 Equity Holdings

6/30/20

 

Company

Sector/Industry, Country

  

% of Total

Net Assets

GlaxoSmithKline PLC

Pharmaceuticals, U.K.

   3.5%

Samsung Electronics Co. Ltd.

Technology Hardware, Storage & Peripherals, South Korea

   3.2%

Novartis AG

Pharmaceuticals, Switzerland

   3.2%

Merck & Co. Inc.

Pharmaceuticals, U.S.

   3.1%

British American Tobacco PLC

Tobacco, U.K.

   3.0%

Medtronic PLC

Health Care Equipment & Supplies, U.S.

   2.9%

Volkswagen AG

Automobiles, Germany

   2.6%

Charter Communications Inc.

Media, U.S.

   2.6%

Check Point Software Technologies Ltd.

Software, Israel

   2.6%

CVS Health Corp.

Health Care Providers & Services, U.S.

   2.6%

customers stocking up amid COVID-19, which is likely to reverse later in the year. Management raised 2020 guidance for earnings per share and reiterated the outlook for revenue and operating margin. In our view, Eli Lilly has a strong drug pipeline with several important compounds that positions the company well for continued growth over time.

Investors bid up shares of food products producer Kraft Heinz as surging demand for its products led to better-than-expected sales growth. Management raised its sales guidance in a business update early in the period, and financial results in the subsequent quarterly earnings report exceeded consensus estimates. The company reaffirmed the dividend payment, which also contributed to positive investor sentiment, and several analysts upgraded Kraft Heinz stock.

Shares of cybersecurity solutions provider NortonLifeLock outperformed during the period as work-from-home requirements attributable to the COVID-19 pandemic led to increased consumer purchases of the company’s cybersecurity subscriptions, generating solid fiscal fourth-quarter earnings that were in line with consensus expectations. NortonLifeLock’s stock rallied entering the year and surged after management announced in early January the payment of a one-time, $12 per share cash dividend

 

 

     

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funded by the 2019 sale of the enterprise security business to Broadcom. Symantec, the precursor to NortonLifeLock, sold the business as part of its transition to a pure-play consumer-focused cybersecurity company, and management subsequently changed the company’s name to Norton-LifeLock, highlighting its lead brands. NortonLifeLock’s shares appreciated materially, and we exited our position by period-end.

During the period, the Fund held currency forwards and futures seeking to hedge most of the currency risk of the portfolio’s non-U.S. dollar investments. The hedges had a positive overall impact on the Fund’s performance.

As fellow shareholders, we found recent absolute and relative performance disappointing, but our strategy of seeking undervalued stocks can lag the growth equity markets at times. We remain committed to our disciplined, value investment approach as we seek to generate attractive, long-term, risk-adjusted returns for shareholders.

Thank you for your participation in Franklin Mutual Global Discovery Fund. We look forward to continuing to serve your investment needs.

Peter A. Langerman

Co-Portfolio Manager

Timothy Rankin, CFA

Co-Portfolio Manager

Christian Correa, CFA

Co-Portfolio Manager

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of June 30, 2020, the end of the reporting period. The way we implement our main investment strategies and the resulting portfolio holdings may change depending on factors such as market and economic conditions. These opinions may not be relied upon as investment advice or an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but the investment manager makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

CFA® is a trademark owned by CFA Institute.

    

 

 

     
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FRANKLIN MUTUAL GLOBAL DISCOVERY FUND

    

 

Performance Summary as of June 30, 2020

The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses. Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities.

Performance as of 6/30/20

Cumulative total return excludes sales charges. Average annual total return includes maximum sales charges. Sales charges will vary depending on the size of the investment and the class of share purchased. The maximum is 5.50% and the minimum is 0%. Class A: 5.50% maximum initial sales charge. For other share classes, visit franklintempleton.com.

 

Share Class     
Cumulative
Total Return
 
1 
   
                Average Annual
Total Return
 
2  

Z

    

6-Month

     -21.67%       -21.67%  

1-Year

     -15.07%       -15.07%  

5-Year

     +1.53%       +0.30%  

10-Year

     +76.63%       +5.85%  

A3

    

6-Month

     -21.76%       -26.08%  

1-Year

     -15.25%       -19.91%  

5-Year

     +0.27%       -1.07%  

10-Year

     +71.85%       +4.97%  

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

 

 

See page 9 for Performance Summary footnotes.

 

     

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PERFORMANCE SUMMARY

 

Total Annual Operating Expenses4

 

Share Class        
Z      1.01
A      1.26

Each class of shares is available to certain eligible investors and has different annual fees and expenses, as described in the prospectus.

All investments involve risks, including possible loss of principal. Value securities may not increase in price as anticipated or may decline further in value. Special risks are associated with foreign investing, including currency fluctuations, economic instability and political developments. To the extent that the Fund focuses on particular countries, regions, industries, sectors or types of investment from time to time, the Fund may be subject to greater risks of adverse developments in such areas of focus than a fund that invests in a wider variety of countries, regions, industries, sectors or investments. Because the Fund may invest its assets in companies in a specific region, including Europe, it is subject to greater risks of adverse developments in that region and/or the surrounding regions than a fund that is more broadly diversified geographically. Current political uncertainty concerning the economic consequences of the departure of the U.K. from the European Union may increase market volatility. Smaller-company stocks have exhibited greater price volatility than larger-company stocks, particularly over the short term. The Fund’s investments in companies engaged in mergers, reorganizations or liquidations also involve special risks as pending deals may not be completed on time or on favorable terms. The Fund may invest in lower-rated bonds, which entail higher credit risk. Unexpected events and their aftermaths, such as the spread of deadly diseases; natural, environmental or man-made disasters; financial, political or social disruptions; terrorism and war; and other tragedies or catastrophes, can cause investor fear and panic, which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen. The Fund’s prospectus also includes a description of the main investment risks.

1. Cumulative total return represents the change in value of an investment over the periods indicated.

2. Average annual total return represents the average annual change in value of an investment over the periods indicated. Return for less than one year, if any, has not been annualized.

3. Prior to 9/10/18, these shares were offered at a higher initial sales charge of 5.75%, thus actual returns (with sales charges) would have differed. Average annual total returns (with sales charges) have been restated to reflect the current maximum initial sales charge of 5.50%.

4. Figures are as stated in the Fund’s current prospectus and may differ from the expense ratios disclosed in the Your Fund’s Expenses and Financial Highlights sections in this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown.

See www.franklintempletondatasources.com for additional data provider information.

 

     
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FRANKLIN MUTUAL GLOBAL DISCOVERY FUND

    

 

Your Fund’s Expenses

As a Fund shareholder, you can incur two types of costs: (1) transaction costs, including sales charges (loads) on Fund purchases and redemptions; and (2) ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The table below shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated.

Actual Fund Expenses

The table below provides information about actual account values and actual expenses in the columns under the heading “Actual.” In these columns the Fund’s actual return, which includes the effect of Fund expenses, is used to calculate the “Ending Account Value” for each class of shares. You can estimate the expenses you paid during the period by following these steps (of course, your account value and expenses will differ from those in this illustration): Divide your account value by $1,000 (if your account had an $8,600 value, then $8,600 ÷ $1,000 = 8.6). Then multiply the result by the number in the row for your class of shares under the headings “Actual” and “Expenses Paid During Period” (if Actual Expenses Paid During Period were $7.50, then 8.6 x $7.50 = $64.50). In this illustration, the actual expenses paid this period are $64.50.

Hypothetical Example for Comparison with Other Funds

Under the heading “Hypothetical” in the table, information is provided about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. This information may not be used to estimate the actual ending account balance or expenses you paid for the period, but it can help you compare ongoing costs of investing in the Fund with those of other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that expenses shown in the table are meant to highlight ongoing costs and do not reflect any transactional costs. Therefore, information under the heading “Hypothetical” is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transactional costs were included, your total costs would have been higher.

 

          Actual
(actual return after expenses)
   Hypothetical
(5% annual return before expenses)
    

Share  

Class

  

Beginning

Account

Value 1/1/20

  

Ending

Account

Value 6/30/20

  

Expenses

Paid During

Period

1/1/20–6/30/201, 2

  

Ending

Account

Value 6/30/20

  

Expenses

Paid During

Period

1/1/20–6/30/201, 2

  

Net

Annualized

Expense

Ratio2

 

  

 

  

 

  

 

Z    $1,000    $783.30    $4.57    $1,019.74    $5.17    1.03%
A    $1,000    $782.40    $5.67    $1,018.50    $6.42    1.28%
C    $1,000    $779.40    $8.98    $1,014.77    $10.17    2.03%
R    $1,000    $781.20    $6.78    $1,017.26    $7.67    1.53%
R6    $1,000    $783.80    $4.08    $1,020.29    $4.62    0.92%

1. Expenses are equal to the annualized expense ratio for the six-month period as indicated above—in the far right column—multiplied by the simple average account value over the period indicated, and then multiplied by 182/366 to reflect the one-half year period.

2. Reflects expenses after fee waivers and expense reimbursements. Does not include acquired fund fees and expenses.

 

     

10

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FRANKLIN MUTUAL SERIES FUNDS

 

Financial Highlights

Franklin Mutual Global Discovery Fund

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class Z

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $31.19       $26.86       $32.42       $31.12       $29.35       $33.32  

Income from investment operationsa:

            

Net investment incomeb

     0.51 c       0.67       0.58       0.76 d       0.67 e       0.53  

Net realized and unrealized gains (losses)

     (7.27     5.91       (4.13     2.29       3.08       (1.71

Total from investment operations

     (6.76     6.58       (3.55     3.05       3.75       (1.18

Less distributions from:

            

Net investment income

           (0.70     (0.64     (0.79     (0.69     (0.55

Net realized gains

           (1.55     (1.37     (0.96     (1.29     (2.24

Total distributions

           (2.25     (2.01     (1.75     (1.98     (2.79

Net asset value, end of period

     $24.43       $31.19       $26.86       $32.42       $31.12       $29.35  

Total returnf

     (21.67)%       24.70%       (10.78)%       9.84%       12.86%       (3.36)%  

Ratios to average net assetsg

            

Expensesh,i

     1.03% j       1.00% j       0.97% j       0.96%       0.99% j       0.99% j  

Expenses incurred in connection with securities sold short

     0.03%       0.02%       —% k       —%       0.01%       0.02%  

Net investment income

     3.92% c       2.20%       1.82%       2.30% d       2.27% e       1.56%  

Supplemental data

            

Net assets, end of period (000’s)

     $3,318,296       $5,176,787       $5,114,274       $7,175,981       $8,354,865       $9,132,752  

Portfolio turnover rate

     10.84%       14.08%       14.70%       17.50%       17.01%       21.79%  

 

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.93%.

dNet investment income per share includes approximately $0.20 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.68%.

eNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.94%.

fTotal return is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

iBenefit of expense reduction rounds to less than 0.01%.

jBenefit of waiver and payments by affiliates rounds to less than 0.01%.

kRounds to less than 0.01%.

 

     
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11


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Global Discovery Fund (continued)

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class A

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $30.51       $26.32       $31.80       $30.57       $28.86       $32.81  

Income from investment operationsa:

            

Net investment incomeb

     0.46 c       0.58       0.49       0.66 d       0.59 e       0.42  

Net realized and unrealized gains (losses)

     (7.10     5.78       (4.04     2.25       3.01       (1.67

Total from investment operations

     (6.64     6.36       (3.55     2.91       3.60       (1.25

Less distributions from:

            

Net investment income

           (0.62     (0.56     (0.72     (0.60     (0.46

Net realized gains

           (1.55     (1.37     (0.96     (1.29     (2.24

Total distributions

           (2.17     (1.93     (1.68     (1.89     (2.70

Net asset value, end of period

     $23.87       $30.51       $26.32       $31.80       $30.57       $28.86  

Total returnf

     (21.76)%       24.37%       (10.99)%       9.57%       12.56%       (3.63)%  

Ratios to average net assetsg

            

Expensesh,i

     1.28% j       1.25% j       1.22% j       1.21%       1.24% j       1.27% j  

Expenses incurred in connection with securities sold short

     0.03%       0.02%       —% k       —%       0.01%       0.02%  

Net investment income

     3.67% c       1.95%       1.57%       2.05% d       2.02% e       1.28%  

Supplemental data

            

Net assets, end of period (000’s)

     $5,219,814       $7,683,644       $7,461,444       $9,589,033       $10,498,722       $11,274,721  

Portfolio turnover rate

     10.84%       14.08%       14.70%       17.50%       17.01%       21.79%  

 

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.68%.

dNet investment income per share includes approximately $0.20 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.43%.

eNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.69%.

fTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

iBenefit of expense reduction rounds to less than 0.01%.

jBenefit of waiver and payments by affiliates rounds to less than 0.01%.

kRounds to less than 0.01%.

 

     

12

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Global Discovery Fund (continued)

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class C

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $30.46       $26.25       $31.44       $30.22       $28.55       $32.49  

Income from investment operationsa:

            

Net investment incomeb

     0.37 c       0.36       0.26       0.41 d       0.36 e       0.18  

Net realized and unrealized gains (losses)

     (7.09     5.74       (3.98     2.23       2.97       (1.64

Total from investment operations

     (6.72     6.10       (3.72     2.64       3.33       (1.46

Less distributions from:

            

Net investment income

           (0.34     (0.10     (0.46     (0.37     (0.24

Net realized gains

           (1.55     (1.37     (0.96     (1.29     (2.24

Total distributions

           (1.89     (1.47     (1.42     (1.66     (2.48

Net asset value, end of period

     $23.74       $30.46       $26.25       $31.44       $30.22       $28.55  

Total returnf

     (22.06)%       23.43%       (11.70)%       8.78%       11.70%       (4.33)%  

Ratios to average net assetsg

            

Expensesh,i

     2.03% j       2.00% j       1.97% j       1.96%       1.99% j       1.99% j  

Expenses incurred in connection with securities sold short

     0.03%       0.02%       —% k       —%       0.01%       0.02%  

Net investment income

     2.92% c       1.20%       0.82%       1.30% d       1.27% e       0.56%  

Supplemental data

            

Net assets, end of period (000’s)

     $550,455       $872,717       $1,054,412       $2,438,507       $2,758,563       $2,983,216  

Portfolio turnover rate

     10.84%       14.08%       14.70%       17.50%       17.01%       21.79%  

 

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.93%.

dNet investment income per share includes approximately $0.20 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.68%.

eNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.94%.

fTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

iBenefit of expense reduction rounds to less than 0.01%.

jBenefit of waiver and payments by affiliates rounds to less than 0.01%.

kRounds to less than 0.01%.

 

     
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13


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Global Discovery Fund (continued)

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class R

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $30.08       $25.97       $31.37       $30.17       $28.51       $32.43  

Income from investment operationsa:

            

Net investment incomeb

     0.42 c       0.50       0.41       0.57 d       0.50 e       0.35  

Net realized and unrealized gains (losses)

     (7.00     5.69       (3.97     2.22       2.98       (1.64

Total from investment operations

     (6.58     6.19       (3.56     2.79       3.48       (1.29

Less distributions from:

            

Net investment income

           (0.53     (0.47     (0.63     (0.53     (0.39

Net realized gains

           (1.55     (1.37     (0.96     (1.29     (2.24

Total distributions

           (2.08     (1.84     (1.59     (1.82     (2.63

Net asset value, end of period

     $23.50       $30.08       $25.97       $31.37       $30.17       $28.51  

Total returnf

     (21.88)%       24.09%       (11.24)%       9.31%       12.28%       (3.82)%  

Ratios to average net assetsg

            

Expensesh,i

     1.53% j       1.50% j       1.47% j       1.46%       1.49% j       1.49% j  

Expenses incurred in connection with securities sold short

     0.03%       0.02%       —% k       —%       0.01%       0.02%  

Net investment income

     3.42% c       1.70%       1.32%       1.80% d       1.77% e       1.06%  

Supplemental data

            

Net assets, end of period (000’s)

     $175,002       $251,089       $274,086       $398,692       $444,813       $468,425  

Portfolio turnover rate

     10.84%       14.08%       14.70%       17.50%       17.01%       21.79%  

 

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.43%.

dNet investment income per share includes approximately $0.20 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.18%.

eNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.44%.

fTotal return is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

iBenefit of expense reduction rounds to less than 0.01%.

jBenefit of waiver and payments by affiliates rounds to less than 0.01%.

kRounds to less than 0.01%.

 

     

14

          Semiannual Report  |  The accompanying notes are an integral part of these financial statements.   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Global Discovery Fund (continued)

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class R6

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $31.17       $26.85       $32.41       $31.13       $29.35       $33.33  

Income from investment operationsa:

            

Net investment incomeb

     0.52 c       0.70       0.62       0.75 d       0.61 e       0.55  

Net realized and unrealized gains (losses)

     (7.26     5.90       (4.13     2.34       3.19       (1.69

Total from investment operations

     (6.74     6.60       (3.51     3.09       3.80       (1.14

Less distributions from:

            

Net investment income

           (0.73     (0.68     (0.85     (0.73     (0.60

Net realized gains

           (1.55     (1.37     (0.96     (1.29     (2.24

Total distributions

           (2.28     (2.05     (1.81     (2.02     (2.84

Net asset value, end of period

     $24.43       $31.17       $26.85       $32.41       $31.13       $29.35  

Total returnf

     (21.62)%       24.80%       (10.67)%       9.98%       13.02%       (3.23)%  

Ratios to average net assetsg

            

Expenses before waiver and payments by affiliatesh

     0.93%       0.90%       0.88%       0.84%       0.85%       0.84%  

Expenses net of waiver and payments by affiliatesh,i

     0.92%       0.89%       0.87%       0.84%       0.85% j       0.84% j  

Expenses incurred in connection with securities sold short

     0.03%       0.02%       —% k       —%       0.01%       0.02%  

Net investment income

     4.03% c       2.31%       1.92%       2.42% d       2.41% e       1.71%  

Supplemental data

            

Net assets, end of period (000’s)

     $891,006       $1,295,457       $1,418,812       $2,221,338       $528,617       $229,765  

Portfolio turnover rate

     10.84%       14.08%       14.70%       17.50%       17.01%       21.79%  

 

 

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 2.04%.

dNet investment income per share includes approximately $0.20 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.80%.

eNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 2.08%.

fTotal return is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

iBenefit of expense reduction rounds to less than 0.01%.

jBenefit of waiver and payments by affiliates rounds to less than 0.01%.

kRounds to less than 0.01%.

 

     
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15


FRANKLIN MUTUAL SERIES FUNDS

 

Statement of Investments, June 30, 2020 (unaudited)

Franklin Mutual Global Discovery Fund

 

      Country     

Shares/

Warrants

     Value  

Common Stocks and Other Equity Interests 90.8%

        

Aerospace & Defense 1.3%

        

BAE Systems PLC

     United Kingdom        21,813,405      $ 130,427,103  
        

 

 

 

Auto Components 0.0%

        

a,b,cInternational Automotive Components Group Brazil LLC

     Brazil        3,819,425        71,821  
        

 

 

 

Automobiles 0.7%

        

General Motors Co.

     United States        2,874,252        72,718,576  
        

 

 

 

Banks 7.3%

        

Citigroup Inc.

     United States        2,029,040        103,683,944  

First Horizon National Corp.

     United States        7,743,203        77,122,302  

ING Groep NV

     Netherlands        19,138,491        133,400,705  

JPMorgan Chase & Co.

     United States        1,676,856        157,725,075  

Standard Chartered PLC

     United Kingdom        21,802,525        118,182,231  

Wells Fargo & Co.

     United States        6,026,804        154,286,182  
        

 

 

 
           744,400,439  
        

 

 

 

Beverages 0.8%

        

Heineken NV

     Netherlands        936,911        86,370,267  
        

 

 

 

Building Products 2.1%

        

Johnson Controls International PLC

     United States        6,119,300          208,912,902  
        

 

 

 

Capital Markets 3.3%

        

Credit Suisse Group AG

     Switzerland        16,988,277        176,760,761  

aDeutsche Bank AG

     Germany        10,513,763        100,293,370  

Guotai Junan Securities Co. Ltd.

     China        41,520,689        57,742,144  
        

 

 

 
           334,796,275  
        

 

 

 

Chemicals 2.7%

        

BASF SE

     Germany        2,980,897        167,419,982  

Covestro AG

     Germany        2,915,166        111,023,668  
        

 

 

 
           278,443,650  
        

 

 

 

Communications Equipment 1.3%

        

Cisco Systems Inc.

     United States        2,838,530        132,389,039  
        

 

 

 

Construction Materials 1.2%

        

aLafargeHolcim Ltd., B

     Switzerland        2,852,492        125,669,452  
        

 

 

 

Consumer Finance 1.1%

        

Capital One Financial Corp.

     United States        1,804,365        112,935,205  
        

 

 

 

Containers & Packaging 1.3%

        

International Paper Co.

     United States        3,679,148        129,542,801  
        

 

 

 

Diversified Financial Services 3.3%

        

aBerkshire Hathaway Inc., B

     United States        685,400        122,350,754  

M&G PLC

     United Kingdom        24,508,843        50,889,194  

Voya Financial Inc.

     United States        3,426,353        159,839,367  
        

 

 

 
           333,079,315  
        

 

 

 

Entertainment 2.3%

        

The Walt Disney Co.

     United States        2,097,061        233,843,272  
        

 

 

 

 

     

16

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

      Country     

Shares/

Warrants

     Value  

Common Stocks and Other Equity Interests (continued)

        

Food & Staples Retailing 1.0%

        

Walgreens Boots Alliance Inc.

     United States        2,329,672      $ 98,754,796  
        

 

 

 

Food Products 2.1%

        

The Kraft Heinz Co.

     United States        6,638,200        211,692,198  
        

 

 

 

Health Care Equipment & Supplies 2.9%

        

Medtronic PLC

     United States        3,251,401        298,153,472  
        

 

 

 

Health Care Providers & Services 3.8%

        

Anthem Inc.

     United States        496,728        130,629,530  

CVS Health Corp.

     United States        3,993,966          259,487,971  
        

 

 

 
           390,117,501  
        

 

 

 

Hotels, Restaurants & Leisure 1.1%

        

aAccor SA

     France        3,991,363        108,921,089  
        

 

 

 

Industrial Conglomerates 0.9%

        

General Electric Co.

     United States        12,864,150        87,862,145  
        

 

 

 

Insurance 6.9%

        

Alleghany Corp.

     United States        76,761        37,546,875  

China Pacific Insurance Group Co. Ltd., H

     China        45,099,632        121,212,847  

Direct Line Insurance Group PLC

     United Kingdom        668,514        2,241,474  

Everest Re Group Ltd.

     United States        282,300        58,210,260  

The Hartford Financial Services Group Inc.

     United States        5,759,287        222,020,514  

NN Group NV

     Netherlands        7,637,416        256,653,645  
        

 

 

 
           697,885,615  
        

 

 

 

IT Services 1.9%

        

Cognizant Technology Solutions Corp., A

     United States        3,420,390        194,346,560  
        

 

 

 

Machinery 0.9%

        

aCNH Industrial NV

     United Kingdom        5,804,196        40,774,378  

aCNH Industrial NV, special voting

     United Kingdom        7,338,645        51,553,857  
        

 

 

 
           92,328,235  
        

 

 

 

Media 2.8%

        

aCharter Communications Inc., A

     United States        521,865        266,172,024  

a,diHeartMedia Inc., A

     United States        2,634,302        21,996,422  

a,biHeartMedia Inc., B

     United States        44,430        315,342  

aiHeartMedia Inc., wts., A, 5/01/39

     United States        292        2,438  
        

 

 

 
           288,486,226  
        

 

 

 

Oil, Gas & Consumable Fuels 8.9%

        

Ampol Ltd.

     Australia        442,183        9,008,765  

BP PLC

     United Kingdom        43,368,646        166,140,345  

Canadian Natural Resources Ltd.

     Canada        6,183,700        107,271,286  

ENEOS Holdings Inc.

     Japan        23,391,167        83,379,295  

Kinder Morgan Inc.

     United States        10,580,858        160,511,616  

Royal Dutch Shell PLC, A (EUR Traded)

     United Kingdom        2,310,469        37,817,534  

Royal Dutch Shell PLC, A (GBP Traded)

     United Kingdom        6,164,658        98,699,969  

Royal Dutch Shell PLC, B

     United Kingdom        79,534        1,205,710  

 

     
franklintempleton.com    Semiannual Report           

17


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

      Country     

Shares/

Warrants

     Value  

Common Stocks and Other Equity Interests (continued)

        

Oil, Gas & Consumable Fuels (continued)

        

The Williams Cos. Inc.

     United States        12,380,235      $     235,472,070  
        

 

 

 
           899,506,590  
        

 

 

 

Pharmaceuticals 12.1%

        

aElanco Animal Health Inc.

     United States        1,336,464        28,667,153  

Eli Lilly and Co.

     United States        1,293,426        212,354,681  

GlaxoSmithKline PLC

     United Kingdom        17,375,814        350,971,687  

Merck & Co. Inc.

     United States        4,071,173        314,823,808  

Novartis AG

     Switzerland        31,288        2,725,842  

Novartis AG, ADR

     Switzerland        3,631,876        317,208,050  
        

 

 

 
           1,226,751,221  
        

 

 

 

Semiconductors & Semiconductor Equipment 1.4%

        

aRenesas Electronics Corp.

     Japan        27,484,238        141,280,049  
        

 

 

 

Software 4.3%

        

aAvaya Holdings Corp.

     United States        537        6,637  

aAvaya Holdings Corp., wts., 12/15/22

     United States        401,411        501,764  

aCheck Point Software Technologies Ltd.

     Israel        2,433,172        261,395,668  

Oracle Corp.

     United States        3,083,000        170,397,410  
        

 

 

 
           432,301,479  
        

 

 

 

Specialty Retail 0.4%

        

aDufry AG

     Switzerland        1,213,846        36,358,961  
        

 

 

 

Technology Hardware, Storage & Peripherals 4.9%

        

Hewlett Packard Enterprise Co.

     United States        3,025,336        29,436,519  

Samsung Electronics Co. Ltd.

     South Korea        7,324,785        325,118,521  

Western Digital Corp.

     United States        3,247,529        143,378,406  
        

 

 

 
           497,933,446  
        

 

 

 

Textiles, Apparel & Luxury Goods 1.0%

        

Cie Financiere Richemont SA

     Switzerland        1,537,099        99,143,370  
        

 

 

 

Tobacco 4.0%

        

Altria Group Inc.

     United States        2,606,727        102,314,035  

British American Tobacco PLC

     United Kingdom        5,861,984        224,814,449  

British American Tobacco PLC, ADR

     United Kingdom        2,178,905        84,585,092  
        

 

 

 
           411,713,576  
        

 

 

 

Wireless Telecommunication Services 0.8%

        

Vodafone Group PLC

     United Kingdom        54,326,638        86,362,758  
        

 

 

 

Total Common Stocks and Other Equity Interests
(Cost $8,983,265,098)

           9,223,499,404  
        

 

 

 

Preferred Stocks (Cost $353,608,119) 2.6%

        

Automobiles 2.6%

        

aVolkswagen AG, pfd.

     Germany        1,761,537        267,729,825  
        

 

 

 

 

     

18

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

      Country     

Principal

Amount

     Value  

Corporate Bonds, Notes and Senior Floating Rate Interests 1.8%

        

eAmerican Airlines Inc., senior secured note, 144A, 11.75%, 7/15/25

     United States      $ 91,146,000      $ 85,885,964  

eMacy’s Inc., senior secured note, first lien, 144A, 8.375%, 6/15/25

     United States        19,531,000        19,469,966  

f,g,h,iMileage Plus Holdings LLC, Term Loan B, TBD, 6/25/27

     United States        12,367,000        12,296,335  

 e,jMileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., senior secured note, first lien, 144A, 6.50%, 6/20/27

     United States        47,777,000        48,015,885  

gOccidental Petroleum Corp., senior note, FRN, 1.842%, (3-month USD LIBOR + 1.45%), 8/15/22

     United States        13,499,000        12,424,254  
        

 

 

 

Total Corporate Bonds, Notes and Senior Floating Rate Interests
(Cost $179,286,439)

           178,092,404  
        

 

 

 

Corporate Notes in Reorganization 0.9%

        

kFrontier Communications Corp.,

        

        senior note, 10.50%, 9/15/22

     United States        117,895,000        41,088,176  

        senior note, 11.00%, 9/15/25

     United States        133,179,000        46,475,476  
        

 

 

 

Total Corporate Notes in Reorganization (Cost $234,025,004)

           87,563,652  
        

 

 

 
            Shares         

Companies in Liquidation 0.0%

        

a,b,lTribune Media Co., Litigation Trust, Contingent Distribution

     United States        1,295,342         

a,b,lVistra Energy Corp., Litigation Trust, Contingent Distribution

     United States        142,325,613        78,279  

a,b,lWalter Energy Inc., Litigation Trust, Contingent Distribution

     United States        30,996,000         
        

 

 

 

Total Companies in Liquidation (Cost $4,500,343)

           78,279  
        

 

 

 

Total Investments before Short Term Investments
(Cost $9,754,685,003)

            9,756,963,564  
        

 

 

 
            Principal
Amount
        

Short Term Investments 3.3%

        

Corporate Notes (Cost $3,871,320) 0.0%

        

Occidental Petroleum Corp., senior note, 4.85%, 3/15/21

     United States      $ 4,222,000        4,208,806  
        

 

 

 

U.S. Government and Agency Securities 3.3%

        

mFHLB, 7/01/20

     United States        25,000,000        25,000,000  

mU.S. Treasury Bill,

        

            7/02/20

     United States        131,500,000        131,499,690  

          7/16/20 - 8/13/20

     United States        113,000,000        112,992,461  

          n11/12/20 - 11/27/20

     United States        64,000,000        63,962,528  
        

 

 

 

Total U.S. Government and Agency Securities
(Cost $333,377,686)

           333,454,679  
        

 

 

 

 

     
franklintempleton.com    Semiannual Report           

19


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

      Country     

Principal

Amount

     Value  

Short Term Investments (continued)

        

oInvestments from Cash Collateral Received for Loaned Securities 0.0%

        
            Shares         

Money Market Funds (Cost $219,000) 0.0%

        

p,qInstitutional Fiduciary Trust Money Market Portfolio, 0.00%

     United States        219,000      $ 219,000  
        

 

 

 
            Principal
Amount
        

Repurchase Agreements (Cost $55,117) 0.0%

        

rJoint Repurchase Agreement, 0.07%, 7/01/20 (Maturity Value $55,117)

        

    BNP Paribas Securities Corp.

        

      Collateralized by U.S. Treasury Bonds, 7.875%, 2/5/21; U.S. Treasury Notes, 0.125% - 2.875%, 12/31/20 - 1/31/24; U.S. Treasury Strips, 8/15/20 - 11/15/22 (valued at $56,219)

     United States      $ 55,117        55,117  
        

 

 

 

Total Investments from Cash Collateral Received for Loaned Securities
(Cost $274,117)

           274,117  
        

 

 

 

Total Investments (Cost $10,092,208,126) 99.4%

           10,094,901,166  

Other Assets, less Liabilities 0.6%

           59,673,771  
        

 

 

 

Net Assets 100.0%

         $ 10,154,574,937  
        

 

 

 

Rounds to less than 0.1% of net assets.

aNon-income producing.

bFair valued using significant unobservable inputs. See Note 15 regarding fair value measurements.

cSee Note 11 regarding restricted securities.

dA portion or all of the security is on loan at June 30, 2020. See Note 1(g).

eSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. At June 30, 2020, the aggregate value of these securities was $153,371,815, representing 1.5% of net assets.

fSecurity purchased on a delayed delivery basis. See Note 1(d).

gThe coupon rate shown represents the rate at period end.

hA portion or all of the security represents an unsettled loan commitment. The coupon rate is to-be determined (TBD) at the time of settlement and will be based upon a reference index/floor plus a spread.

iSee Note 1(h) regarding senior floating rate interests.

jSecurity purchased on a when-issued basis. See Note 1(d).

kSee Note 8 regarding credit risk and defaulted securities.

lContingent distributions represent the right to receive additional distributions, if any, during the reorganization of the underlying company. Shares represent total underlying principal of debt securities.

mThe security was issued on a discount basis with no stated coupon rate.

nA portion or all of the security has been segregated as collateral for open forward exchange contracts. At June 30, 2020, the aggregate value of these securities pledged amounted to $6,527,527, representing 0.1% of net assets.

oSee Note 1(g) regarding securities on loan.

pSee Note 3(f) regarding investments in affiliated management investment companies.

qThe rate shown is the annualized seven-day effective yield at period end.

rSee Note 1(c) regarding joint repurchase agreement.

 

     

20

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

At June 30, 2020, the Fund had the following futures contracts outstanding. See Note 1(e).

Futures Contracts

 

Description      Type       

Number of

Contracts

 

 

    

Notional

Amount

 

   

Expiration

Date

 

 

    

Value/

Unrealized

Appreciation

(Depreciation)

 

 

 

 

Currency Contracts

             

EUR/USD

     Short        4,656        $654,953,700       9/14/20        $  4,297,404  

GBP/USD

     Short        3,641        282,109,231       9/14/20        7,756,813  
             

 

 

 

Total Futures Contracts

                     $12,054,217  
             

 

 

 

*As of period end.

At June 30, 2020, the Fund had the following forward exchange contracts outstanding. See Note 1(e).

Forward Exchange Contracts

 

Currency      Counterparty a      Type        Quantity       

Contract

Amount

 

 

    

Settlement

Date

 

 

    

Unrealized

Appreciation

 

 

    

Unrealized

Depreciation

 

 

 

 

OTC Forward Exchange Contracts

                   

Australian Dollar

     HSBK       Buy        878,161      $ 602,453        7/15/20      $ 3,576      $  

Australian Dollar

     UBSW       Buy        1,819,659        1,262,257        7/15/20               (6,489

Australian Dollar

     UBSW       Buy        73,830,967        50,783,192        7/15/20        168,442         

Australian Dollar

     UBSW       Sell        89,491,464        61,786,965        7/15/20        27,834         

Euro

     BOFA       Buy        28,602,948        31,992,239        7/15/20        152,170         

Euro

     BOFA       Sell        71,343,339        78,717,198        7/15/20               (1,459,488

Euro

     BONY       Buy        9,675,895        10,631,380        7/15/20        242,532         

Euro

     HSBK       Buy        26,948,715        30,267,204        7/15/20        18,155         

Euro

     HSBK       Buy        31,939,656        35,948,995        7/15/20               (54,743

Euro

     HSBK       Sell        19,764,111        21,798,436        7/15/20               (412,761

Euro

     HSBK       Sell        22,735,660        25,580,573        7/15/20        29,907         

Euro

     SSBT       Sell        19,229,538        21,114,687        7/15/20               (495,749

Euro

     SSBT       Sell        22,735,660        25,578,526        7/15/20        27,861         

Euro

     UBSW       Sell        26,309,131        29,117,154        7/15/20               (449,432

British Pound

     BOFA       Buy        4,820,062        5,758,013        7/16/20        214,830         

British Pound

     BOFA       Buy        8,935,376        11,328,002        7/16/20               (255,614

British Pound

     BOFA       Sell        2,062,383        2,710,917        7/16/20        155,289         

British Pound

     BOFA       Sell        12,418,623        15,020,697        7/16/20               (368,002

British Pound

     HSBK       Buy        5,667,900        6,965,113        7/16/20        58,340         

British Pound

     HSBK       Buy        9,251,925        11,736,212        7/16/20               (271,568

British Pound

     HSBK       Sell        57,768,777        75,527,262        7/16/20        3,942,327         

British Pound

     SSBT       Sell        50,922,516        66,540,706        7/16/20        3,439,406         

South Korean Won

     HSBK       Buy        23,133,144,184        19,016,218        7/17/20        270,742         

South Korean Won

     HSBK       Sell        1,547,002,789        1,262,138        7/17/20               (27,655

South Korean Won

     HSBK       Sell        101,814,702,911        87,665,340        7/17/20        2,778,654         

South Korean Won

     UBSW       Buy        9,229,229,100        7,768,711        7/17/20               (73,962

South Korean Won

     UBSW       Buy        28,603,285,425        23,784,538        7/17/20        63,079         

South Korean Won

     UBSW       Sell        184,310,510,898        158,481,556        7/17/20        4,815,064         

British Pound

     BOFA       Buy        8,500,000        10,779,615        8/14/20               (245,087

British Pound

     HSBK       Sell        32,795,651        42,713,876        8/14/20        2,068,381         

 

     
franklintempleton.com    Semiannual Report           

21


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

Forward Exchange Contracts (continued)

 

Currency    Counterpartya      Type      Quantity     

Contract

Amount

    

Settlement

Date

    

Unrealized

Appreciation

    

Unrealized

Depreciation

 

OTC Forward Exchange Contracts (continued)

 

        

British Pound

     SSBT        Sell        32,795,651      $ 42,720,271        8/14/20      $ 2,074,776      $  

Swiss Franc

     UBSW        Sell        160,460,421        170,751,621        8/17/20        1,143,523         

Euro

     BOFA        Sell        17,386,165        19,057,524        8/18/20               (496,502

Euro

     BONY        Sell        13,710,204        14,941,929        8/18/20               (477,786

Euro

     HSBK        Sell        28,704,035        31,411,544        8/18/20               (871,566

Euro

     UBSW        Sell        215,407,019        236,243,924        8/18/20               (6,021,960

Euro

     BOFA        Sell        11,042,488        12,075,210        10/07/20               (358,869

Euro

     BONY        Sell        11,122,721        12,540,055        10/07/20        15,634         

Euro

     BONY        Sell        17,743,631        19,432,364        10/07/20               (547,345

Euro

     HSBK        Sell        17,491,264        19,878,641        10/07/20        183,104         

Euro

     HSBK        Sell        54,242,146        59,517,633        10/07/20               (1,560,185

Euro

     SSBT        Sell        11,122,720        12,527,531        10/07/20        3,110         

Euro

     UBSW        Sell        23,221,638        25,419,596        10/07/20               (728,466

Euro

     UBSW        Sell        25,580,138        28,959,042        10/07/20        155,258         

South Korean Won

     HSBK        Sell        15,711,663,825        13,191,439        11/12/20        74,776         

South Korean Won

     HSBK        Sell        67,982,187,235        55,734,324        11/12/20               (1,019,655

South Korean Won

     UBSW        Sell        76,348,239,051        62,554,887        11/12/20               (1,183,375

British Pound

     SSBT        Sell        4,512,637        5,531,771        11/23/20               (64,656

British Pound

     UBSW        Sell        2,771,067        3,419,650        11/23/20               (16,938

British Pound

     UBSW        Sell        21,372,612        27,006,048        11/23/20        500,423         

Euro

     BOFA        Sell        11,308,700        12,592,813        11/23/20               (157,553

Euro

     HSBK        Sell        11,107,470        12,602,480        11/23/20        78,998         

Euro

     HSBK        Sell        20,878,625        23,267,469        11/23/20               (272,823

Euro

     SSBT        Sell        11,179,243        12,671,895        11/23/20        67,491         

Euro

     SSBT        Sell        18,606,151        20,708,581        11/23/20               (269,535

Euro

     UBSW        Sell        11,107,470        12,583,708        11/23/20        60,226         

Euro

     UBSW        Sell        95,998,206        105,760,872        11/23/20               (2,475,461
                 

 

 

 

Total Forward Exchange Contracts

                  $ 22,833,908      $ (20,643,225
                 

 

 

 

Net unrealized appreciation (depreciation)

 

            $ 2,190,683     
                 

 

 

    

aMay be comprised of multiple contracts with the same counterparty, currency and settlement date.

See Note 12 regarding other derivative information.

 

 

See Abbreviations on page 41.

 

     

22

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Assets and Liabilities

June 30, 2020 (unaudited)

 

Franklin Mutual Global Discovery Fund

 

Assets:

  

  Investments in securities:

  

Cost - Unaffiliated issuers

         $10,091,934,009  

Cost - Non-controlled affiliates (Note 3f)

     219,000  

Cost - Unaffiliated repurchase agreements

     55,117  
  

 

 

 

Value - Unaffiliated issuers+

     $10,094,627,049  

Value - Non-controlled affiliates (Note 3f)

     219,000  

Value - Unaffiliated repurchase agreements

     55,117  

  Cash

     75,933  

  Receivables:

  

Investment securities sold

     84,380,829  

Capital shares sold

     4,946,791  

Dividends and interest

     31,280,555  

European Union tax reclaims

     8,595,828  

Deposits with brokers for:

  

  Futures contracts.

     21,601,453  

  Unrealized appreciation on OTC forward exchange contracts

     22,833,908  

  Other assets

     2,925,497  
  

 

 

 

Total assets

     10,271,541,960  
  

 

 

 

Liabilities:

  

  Payables:

  

Investment securities purchased

     59,294,490  

Capital shares redeemed

     20,178,864  

Management fees

     7,322,452  

Distribution fees

     1,656,965  

Transfer agent fees

     2,070,819  

Trustees’ fees and expenses

     1,229,336  

Variation margin on futures contracts

     2,405,819  

  Payable upon return of securities loaned

     274,117  

  Unrealized depreciation on OTC forward exchange contracts

     20,643,225  

  Accrued expenses and other liabilities

     1,890,936  
  

 

 

 

Total liabilities

     116,967,023  
  

 

 

 

        Net assets, at value

     $10,154,574,937  
  

 

 

 

Net assets consist of:

  

  Paid-in capital

     $10,155,789,167  

  Total distributable earnings (losses)

     (1,214,230
  

 

 

 

        Net assets, at value

     $10,154,574,937  
  

 

 

 

 

+Includes securities loaned

   $            261,355  

 

     
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23


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Assets and Liabilities (continued)

June 30, 2020 (unaudited)

 

Franklin Mutual Global Discovery Fund

 

Class Z:

  

Net assets, at value

     $3,318,296,382  
  

 

 

 

Shares outstanding

     135,833,200  
  

 

 

 

Net asset value and maximum offering price per share

     $24.43  
  

 

 

 

Class A:

  

Net assets, at value

         $5,219,814,497  
  

 

 

 

Shares outstanding

     218,700,103  
  

 

 

 

Net asset value per sharea

     $23.87  
  

 

 

 

Maximum offering price per share (net asset value per share ÷ 94.50%)

     $25.26  
  

 

 

 

Class C:

  

Net assets, at value

     $ 550,455,127  
  

 

 

 

Shares outstanding

     23,183,212  
  

 

 

 

Net asset value and maximum offering price per sharea

     $23.74  
  

 

 

 

Class R:

  

Net assets, at value

     $ 175,002,442  
  

 

 

 

Shares outstanding

     7,447,050  
  

 

 

 

Net asset value and maximum offering price per share

     $23.50  
  

 

 

 

Class R6:

  

Net assets, at value

     $ 891,006,489  
  

 

 

 

Shares outstanding

     36,470,109  
  

 

 

 

Net asset value and maximum offering price per share

     $24.43  
  

 

 

 

 

aRedemption price is equal to net asset value less contingent deferred sales charges, if applicable.

 

     

24

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Operations

for the six months ended June 30, 2020 (unaudited)

 

Franklin Mutual Global Discovery Fund

 

Investment income:

  

 Dividends:(net of foreign taxes)*

  

Unaffiliated issuers

     $ 294,183,290  

 Interest:

  

Unaffiliated issuers

     11,227,128  

Adjustment for uncollectible interest (Note 8)

     (13,214,014

 Income from securities loaned:

  

Unaffiliated entities (net of fees and rebates)

     1,599  

Non-controlled affiliates (Note 3f)

     64  
  

 

 

 

Total investment income

     292,198,067  
  

 

 

 

Expenses:

  

 Management fees (Note 3a)

     49,818,681  

 Distribution fees: (Note 3c)

  

Class A

     7,504,910  

Class C

     3,297,904  

Class R

     484,883  

 Transfer agent fees: (Note 3e)

  

Class Z

     2,501,880  

Class A

     3,795,678  

Class C

     417,788  

Class R

     123,015  

Class R6

     154,905  

 Custodian fees (Note 4)

     322,430  

 Reports to shareholders

     620,367  

 Registration and filing fees

     121,410  

 Professional fees

     166,443  

 Trustees’ fees and expenses

     503,438  

 Dividends on securities sold short

     1,516,483  

 Other

     204,795  
  

 

 

 

Total expenses

     71,555,010  

Expense reductions (Note 4)

     (59,520

Expenses waived/paid by affiliates (Note 3f and 3g)

     (35,261
  

 

 

 

  Net expenses

     71,460,229  
  

 

 

 

Net investment income

     220,737,838  
  

 

 

 

Realized and unrealized gains (losses):

  

 Net realized gain (loss) from:

  

Investments:

  

  Unaffiliated issuers

     (370,692,737

Foreign currency transactions

     (822,706

Forward exchange contracts

     6,246,593  

Futures contracts

     6,989,036  

Securities sold short

     (8,011,183
  

 

 

 

Net realized gain (loss)

     (366,290,997
  

 

 

 

 Net change in unrealized appreciation (depreciation) on:

  

Investments:

  

  Unaffiliated issuers

     (3,245,041,543

Translation of other assets and liabilities denominated in foreign currencies

     (272,443

Forward exchange contracts

     38,426,662  

Futures contracts

     24,025,068  

Securities sold short

     10,227,891  
  

 

 

 

 

     
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25


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Operations (continued)

for the six months ended June 30, 2020 (unaudited)

 

Franklin Mutual Global Discovery Fund

 

Net change in unrealized appreciation (depreciation)

     (3,172,634,365
  

 

 

 

Net realized and unrealized gain (loss)

     (3,538,925,362
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     $ (3,318,187,524
  

 

 

 
  

*Foreign taxes withheld on dividends

   $ 7,400,860  

 

     

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statements of Changes in Net Assets

Franklin Mutual Global Discovery Fund

 

     

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended
December 31, 2019
 

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

   $ 220,737,838     $ 314,928,953  

Net realized gain (loss)

     (366,290,997     677,497,640  

Net change in unrealized appreciation (depreciation)

     (3,172,634,365     2,424,756,459  

Net increase (decrease) in net assets resulting from operations

     (3,318,187,524     3,417,183,052  

Distributions to shareholders:

    

Class Z

           (361,251,360

Class A

           (528,196,610

Class C

           (53,529,898

Class R

           (17,206,023

Class R6

           (92,112,429

Total distributions to shareholders

           (1,052,296,320

Capital share transactions: (Note 2)

    

Class Z

     (724,222,497     (733,602,714

Class A

     (791,476,201     (931,107,368

Class C

     (132,261,233     (339,610,836

Class R

     (23,798,890     (64,450,784

Class R6

     (135,172,914     (339,450,065

Total capital share transactions

     (1,806,931,735     (2,408,221,767

Net increase (decrease) in net assets

     (5,125,119,259     (43,335,035

Net assets:

    

Beginning of period

     15,279,694,196       15,323,029,231  

End of period

   $ 10,154,574,937     $ 15,279,694,196  

 

     
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27


FRANKLIN MUTUAL SERIES FUNDS

 

Notes to Financial Statements (unaudited)

Franklin Mutual Global Discovery Fund

 

1.   Organization and Significant Accounting Policies

Franklin Mutual Series Funds (Trust) is registered under the Investment Company Act of 1940 (1940 Act) as an open-end management investment company, consisting of six separate funds and applies the specialized accounting and reporting guidance in U.S. Generally Accepted Accounting Principles (U.S. GAAP). Franklin Mutual Global Discovery Fund (Fund) is included in this report. The Fund offers five classes of shares: Class Z, Class A, Class C, Class R and Class R6. Class C shares automatically convert to Class A shares after they have been held for 10 years. Each class of shares may differ by its initial sales load, contingent deferred sales charges, voting rights on matters affecting a single class, its exchange privilege and fees due to differing arrangements for distribution and transfer agent fees.

The following summarizes the Fund’s significant accounting policies.

a.   Financial Instrument Valuation

The Fund’s investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund calculates the net asset value (NAV) per share each business day as of 4 p.m. Eastern time or the regularly scheduled close of the New York Stock Exchange (NYSE), whichever is earlier. Under compliance policies and procedures approved by the Trust’s Board of Trustees (the Board), the Fund’s administrator has responsibility for oversight of valuation, including leading the cross-functional Valuation Committee (VC). The Fund may utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities and derivative financial instruments listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or as of 4 p.m. Eastern time. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at 4 p.m. Eastern time on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple

exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities.

Debt securities generally trade in the OTC market rather than on a securities exchange. The Fund’s pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, credit spreads, estimated default rates, anticipated market interest rate volatility, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value.

Investments in open-end mutual funds are valued at the closing NAV. Investments in repurchase agreements are valued at cost, which approximates fair value.

Certain derivative financial instruments trade in the OTC market. The Fund’s pricing services use various techniques including industry standard option pricing models and proprietary discounted cash flow models to determine the fair value of those instruments. The Fund’s net benefit or obligation under the derivative contract, as measured by the fair value of the contract, is included in net assets.

The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the Fund primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed.

 

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

Trading in securities on foreign securities stock exchanges and OTC markets may be completed before 4 p.m. Eastern time. In addition, trading in certain foreign markets may not take place on every Fund’s business day. Events can occur between the time at which trading in a foreign security is completed and 4 p.m. Eastern time that might call into question the reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between the value of the Fund’s portfolio securities as determined at the foreign market close and the latest indications of value at 4 p.m. Eastern time. In order to minimize the potential for these differences, an independent pricing service may be used to adjust the value of the Fund’s portfolio securities to the latest indications of fair value at 4 p.m. Eastern time. At June 30, 2020, certain securities may have been fair valued using these procedures, in which case the securities were categorized as Level 2 inputs within the fair value hierarchy. See the Fair Value Measurements note for more information.

When the last day of the reporting period is a non-business day, certain foreign markets may be open on those days that the Fund’s NAV is not calculated, which could result in differences between the value of the Fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.

b.   Foreign Currency Translation

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Portfolio securities and assets and liabilities denominated in foreign currencies contain risks that those currencies will decline in value relative to the U.S. dollar. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board.

The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments in the Statement of Operations.

Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.

c.   Joint Repurchase Agreement

The Fund enters into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the Fund to the seller, collateralized by securities which are delivered to the Fund’s custodian. The fair value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. Repurchase agreements are subject to the terms of Master Repurchase Agreements (MRAs) with approved counterparties (sellers). The MRAs contain various provisions, including but not limited to events of default and maintenance of collateral for repurchase agreements. In the event of default by either the seller or the Fund, certain MRAs may permit the non-defaulting party to net and close-out all transactions, if any, traded under such agreements. The Fund may sell securities it holds as collateral and apply the proceeds towards the repurchase price and any other amounts owed by the seller to the Fund in the event of default by the seller. This could involve costs or delays in addition to a loss on the securities if their value falls below the repurchase price owed by the seller. The joint repurchase agreement held by the Fund at period end, as indicated in the Statement of Investments, had been entered into on June 30, 2020.

 

 

     
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29


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

1.   Organization and Significant Accounting

Policies (continued)

d.   Securities Purchased on a When-Issued or Delayed Delivery Basis

The Fund purchases securities on a when-issued or delayed delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of holding the securities, it may sell the securities before the settlement date. Sufficient assets have been segregated for these securities.

e.   Derivative Financial Instruments

The Fund invested in derivative financial instruments in order to manage risk or gain exposure to various other investments or markets. Derivatives are financial contracts based on an underlying or notional amount, require no initial investment or an initial net investment that is smaller than would normally be required to have a similar response to changes in market factors, and require or permit net settlement. Derivatives contain various risks including the potential inability of the counterparty to fulfill their obligations under the terms of the contract, the potential for an illiquid secondary market, and/or the potential for market movements which expose the Fund to gains or losses in excess of the amounts shown in the Statement of Assets and Liabilities. Realized gain and loss and unrealized appreciation and depreciation on these contracts for the period are included in the Statement of Operations.

Derivative counterparty credit risk is managed through a formal evaluation of the creditworthiness of all potential counterparties. The Fund attempts to reduce its exposure to counterparty credit risk on OTC derivatives, whenever possible, by entering into International Swaps and Derivatives Association (ISDA) master agreements with certain counterparties. These agreements contain various provisions, including but not limited to collateral requirements, events of default, or early termination. Termination events applicable to the counterparty include certain deteriorations in the credit quality of the counterparty. Termination events applicable to the Fund include failure of the Fund to maintain certain net asset levels and/or limit the decline in net assets over various periods of time. In the event of default or early termination, the ISDA master agreement gives the non-defaulting party

the right to net and close-out all transactions traded, whether or not arising under the ISDA agreement, to one net amount payable by one counterparty to the other. However, absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities. Early termination by the counterparty may result in an immediate payment by the Fund of any net liability owed to that counterparty under the ISDA agreement. At June 30, 2020, the Fund had OTC derivatives in a net liability position of $7,608,026 and the aggregate value of collateral pledged for such contracts was $6,527,527.

Collateral requirements differ by type of derivative. Collateral or initial margin requirements are set by the broker or exchange clearing house for exchange traded and centrally cleared derivatives. Initial margin deposited is held at the exchange and can be in the form of cash and/or securities. For OTC derivatives traded under an ISDA master agreement, posting of collateral is required by either the Fund or the applicable counterparty if the total net exposure of all OTC derivatives with the applicable counterparty exceeds the minimum transfer amount, which typically ranges from $100,000 to $250,000, and can vary depending on the counterparty and the type of the agreement. Generally, collateral is determined at the close of Fund business each day and any additional collateral required due to changes in derivative values may be delivered by the Fund or the counterparty the next business day, or within a few business days. Collateral pledged and/or received by the Fund for OTC derivatives, if any, is held in segregated accounts with the Fund’s custodian/counterparty broker and can be in the form of cash and/or securities. Unrestricted cash may be invested according to the Fund’s investment objectives. To the extent that the amounts due to the Fund from its counterparties are not subject to collateralization or are not fully collateralized, the Fund bears the risk of loss from counterparty non-performance.

At June 30, 2020, the Fund received $11,482,375 in U.K. Treasury Bonds and U.S. Treasury Bills, Bonds and Notes as collateral for derivatives.

The Fund entered into exchange traded futures contracts primarily to manage exposure to certain foreign currencies. A futures contract is an agreement between the Fund and a counterparty to buy or sell an asset at a specified price on a future date. Required initial margins are pledged by the Fund,

 

 

     

30

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

and the daily change in fair value is accounted for as a variation margin payable or receivable in the Statement of Assets and Liabilities.

The Fund entered into OTC forward exchange contracts primarily to manage exposure to certain foreign currencies. A forward exchange contract is an agreement between the Fund and a counterparty to buy or sell a foreign currency at a specific exchange rate on a future date.

See Note 12 regarding other derivative information.

f.  Securities Sold Short

The Fund is engaged in selling securities short, which obligates the Fund to replace a borrowed security with the same security at current fair value. The Fund incurs a loss if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund realizes a gain if the price of the security declines between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are potentially unlimited in size.

The Fund is required to establish a margin account with the broker lending the security sold short. While the short sale is outstanding, the broker retains the proceeds of the short sale to the extent necessary to meet margin requirements until the short position is closed out. A deposit must also be maintained with the Fund’s custodian/counterparty broker consisting of cash and/or securities having a value equal to a specified percentage of the value of the securities sold short. The Fund is obligated to pay fees for borrowing the securities sold short and is required to pay the counterparty any dividends and/or interest due on securities sold short. Such dividends and/or interest and any security borrowing fees are recorded as an expense to the Fund. At June 30, 2020, the Fund had no securities sold short.

g.  Securities Lending

The Fund participates in an agency based securities lending program to earn additional income. The Fund receives cash collateral against the loaned securities in an amount equal to at least 102% of the fair value of the loaned securities. Collateral is maintained over the life of the loan in an amount not less than 100% of the fair value of loaned securities, as determined at the close of Fund business each day; any additional collateral required due to changes in security values is delivered to the Fund on the next business day. The

collateral is deposited into a joint cash account with other funds and is used to invest in a money market fund managed by Franklin Advisers, Inc., an affiliate of the Fund, and/or a joint repurchase agreement in the Statement of Assets and Liabilities. The Fund may receive income from the investment of cash collateral, in addition to lending fees and rebates paid by the borrower. Income from securities loaned, net of fees paid to the securities lending agent and/or third-party vendor, is reported separately in the Statement of Operations. The Fund bears the market risk with respect to the collateral investment, securities loaned, and the risk that the agent may default on its obligations to the Fund. If the borrower defaults on its obligation to return the securities loaned, the Fund has the right to repurchase the securities in the open market using the collateral received. The securities lending agent has agreed to indemnify the Fund in the event of default by a third party borrower.

h.  Senior Floating Rate Interests

The Fund invests in senior secured corporate loans that pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or the London InterBank Offered Rate (LIBOR). Senior secured corporate loans often require prepayment of principal from excess cash flows or at the discretion of the borrower. As a result, actual maturity may be substantially less than the stated maturity. Senior secured corporate loans in which the Fund invests are generally readily marketable, but may be subject to certain restrictions on resale.

i.  Income and Deferred Taxes

It is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code. The Fund intends to distribute to shareholders substantially all of its taxable income and net realized gains to relieve it from federal income and excise taxes. As a result, no provision for U.S. federal income taxes is required.

The Fund may be subject to foreign taxation related to income received, capital gains on the sale of securities and certain foreign currency transactions in the foreign jurisdictions in which it invests. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. When a capital

 

 

     
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31


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

1.  Organization and Significant Accounting

Policies (continued)

i.  Income and Deferred Taxes (continued)

gain tax is determined to apply, the Fund records an estimated deferred tax liability in an amount that would be payable if the securities were disposed of on the valuation date.

As a result of several court cases, in certain countries across the European Union, the Fund filed additional tax reclaims for previously withheld taxes on dividends earned in those countries (EU reclaims). These additional filings are subject to various administrative proceedings by the local jurisdictions’ tax authorities within the European Union, as well as a number of related judicial proceedings. Income recognized, if any, for EU reclaims is reflected as other income in the Statement of Operations and any related receivable, if any, is reflected as European Union tax reclaims in the Statement of Assets and Liabilities. When uncertainty exists as to the ultimate resolution of these proceedings, the likelihood of receipt of these EU reclaims, and the potential timing of payment, no amounts are reflected in the financial statements. For U.S. income tax purposes, EU reclaims received by the Fund, if any, reduce the amounts of foreign taxes Fund shareholders can use as tax credits in their individual income tax returns.

The Fund may recognize an income tax liability related to its uncertain tax positions under U.S. GAAP when the uncertain tax position has a less than 50% probability that it will be sustained upon examination by the tax authorities based on its technical merits. As of June 30, 2020, the Fund has determined that no tax liability is required in its financial statements related to uncertain tax positions for any open tax years (or expected to be taken in future tax years). Open tax years are those that remain subject to examination and are based on the statute of limitations in each jurisdiction in which the Fund invests.

j.  Security Transactions, Investment Income, Expenses and Distributions

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income and dividends

 

declared on securities sold short are recorded on the ex-dividend date except for certain dividends from securities where the dividend rate is not available. In such cases, the dividend is recorded as soon as the information is received by the Fund. Distributions to shareholders are recorded on the ex-dividend date. Distributable earnings are determined according to income tax regulations (tax basis) and may differ from earnings recorded in accordance with U.S. GAAP. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods.

Common expenses incurred by the Trust are allocated among the Funds based on the ratio of net assets of each Fund to the combined net assets of the Trust or based on the ratio of number of shareholders of each Fund to the combined number of shareholders of the Trust. Fund specific expenses are charged directly to the Fund that incurred the expense.

Realized and unrealized gains and losses and net investment income, excluding class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions by class are generally due to differences in class specific expenses.

k.  Accounting Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

l.  Guarantees and Indemnifications

Under the Trust’s organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust, on behalf of the Fund, enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote.

 

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

2.  Shares of Beneficial Interest

At June 30, 2020, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

    

Six Months Ended

June 30, 2020

   

Year Ended

December 31, 2019

 
      Shares     Amount     Shares     Amount  

Class Z Shares:

        

Shares sold

     6,067,478     $ 151,432,214       12,263,198     $ 369,164,159  

Shares issued in reinvestment of distributions

                 10,621,505       326,481,046  

Shares issued on reorganization (Note 13)

     1,077,880       35,598,560              

Shares redeemed

     (37,297,934     (911,253,271     (47,272,140     (1,429,247,919

Net increase (decrease)

     (30,152,576   $ (724,222,497     (24,387,437   $ (733,602,714

Class A Shares:

        

Shares solda

     8,302,876     $ 206,458,462       17,462,220     $ 518,262,717  

Shares issued in reinvestment of distributions

                 17,190,278       516,611,982  

Shares issued on reorganization (Note 13)

     1,407,732       45,465,152              

Shares redeemed

     (42,858,875     (1,043,399,815     (66,274,047     (1,965,982,067

Net increase (decrease)

     (33,148,267   $ (791,476,201     (31,621,549   $ (931,107,368

Class C Shares:

        

Shares sold

     844,384     $ 20,403,292       1,771,751     $ 52,145,801  

Shares issued in reinvestment of distributions

                 1,728,177       51,590,928  

Shares issued on reorganization (Note 13)

     342,264       11,024,642              

Shares redeemeda

     (6,650,341     (163,689,167     (15,014,827     (443,347,565

Net increase (decrease)

     (5,463,693   $ (132,261,233     (11,514,899   $ (339,610,836

Class R Shares:

        

Shares sold

     659,823     $ 14,900,976       673,375     $ 19,591,339  

Shares issued in reinvestment of distributions

                 571,874       16,917,190  

Shares issued on reorganization (Note 13)

     52,424       1,668,374              

Shares redeemed

     (1,613,665     (40,368,240     (3,452,518     (100,959,313

Net increase (decrease)

     (901,418   $ (23,798,890     (2,207,269   $ (64,450,784

Class R6 Shares:

        

Shares sold

     4,495,098     $ 107,882,929       5,767,180     $ 173,953,547  

Shares issued in reinvestment of distributions

                 2,704,420       83,110,071  

Shares issued on reorganization (Note 13)

     152,681       5,040,894              

Shares redeemed

     (9,732,809     (248,096,737     (19,752,108     (596,513,683

Net increase (decrease)

     (5,085,030   $ (135,172,914     (11,280,508   $ (339,450,065

aMay include a portion of Class C shares that were automatically converted to Class A.

 

     
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33


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

3.  Transactions with Affiliates

Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Mutual Advisers, LLC (Franklin Mutual)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

Franklin Templeton Distributors, Inc. (Distributors)

   Principal underwriter

Franklin Templeton Investor Services, LLC (Investor Services)

   Transfer agent

a.  Management Fees

The Fund pays an investment management fee to Franklin Mutual based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate      Net Assets     
0.875%      Up to and including $4 billion   
0.845%      Over $4 billion, up to and including $7 billion   
0.825%      Over $7 billion, up to and including $10 billion   
0.805%      Over $10 billion, up to and including $13 billion   
0.785%      Over $13 billion, up to and including $16 billion   
0.765%      Over $16 billion, up to and including $19 billion   
0.745%      Over $19 billion, up to and including $22 billion   
0.725%      Over $22 billion, up to and including $25 billion   
0.705%      Over $25 billion, up to and including $28 billion   
0.685%      In excess of $28 billion   

For the period ended June 30, 2020, the annualized gross effective investment management fee rate was 0.845% of the Fund’s average daily net assets.

b.  Administrative Fees

Under an agreement with Franklin Mutual, FT Services provides administrative services to the Fund. The fee is paid by Franklin Mutual based on the Fund’s average daily net assets, and is not an additional expense of the Fund.

c.  Distribution Fees

The Board has adopted distribution plans for each share class, with the exception of Class Z and Class R6 shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s Class A reimbursement distribution plan, the Fund reimburses Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate. Under the Class A reimbursement distribution plan, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. In addition, under the Fund’s Class C and R compensation distribution plans, the Fund pays Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate for each class. The plan year, for purposes of monitoring compliance with the maximum annual plan rates, is February 1 through January 31.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

The maximum annual plan rates, based on the average daily net assets, for each class, are as follows:

 

 Class A

     0.35

 Class C

     1.00

 Class R

     0.50

The Board has set the current rate at 0.25% per year for Class A shares until further notice and approval by the Board.

d.  Sales Charges/Underwriting Agreements

Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. These charges are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. Distributors has advised the Fund of the following commission transactions related to the sales and redemptions of the Fund’s shares for the period:

 

 Sales charges retained net of commissions paid to unaffiliated brokers/dealers

   $ 232,871  

 CDSC retained

   $ 21,895  

e.  Transfer Agent Fees

Each class of shares pays transfer agent fees to Investor Services for its performance of shareholder servicing obligations. The fees are based on an annualized asset based fee of 0.02% plus a transaction based fee. In addition, each class reimburses Investor Services for out of pocket expenses incurred and, except for Class R6 reimburses shareholder servicing fees paid to third parties. These fees are allocated daily based upon their relative proportion of such classes’ aggregate net assets. Class R6 pays Investor Services transfer agent fees specific to that class.

For the period ended June 30, 2020, the Fund paid transfer agent fees of $6,993,266, of which $3,209,323 was retained by Investor Services.

f.  Investments in Affiliated Management Investment Companies

The Fund invests in one or more affiliated management investment companies for purposes other than exercising a controlling influence over the management or policies. Management fees paid by the Fund are waived on assets invested in the affiliated management investment companies, as noted in the Statement of Operations, in an amount not to exceed the management and administrative fees paid directly or indirectly by each affiliate. During the period ended June 30, 2020, the Fund held investments in affiliated management investment companies as follows:

 

      Value at
Beginning
of Period
     Purchases      Sales    

Realized

Gain (Loss)

    

Net Change in

Unrealized

Appreciation

(Depreciation)

    

Value at

End of

Period

    

Number of

Shares

Held at End

of Period

    

Income from

securities loaned

 

Non-Controlled Affiliates

                      

Institutional Fiduciary Trust Money Market Portfolio, 0.00%

     $    —      $ 6,084,000      $ (5,865,000     $    —        $    —      $ 219,000        219,000        $64  

g.  Waiver and Expense Reimbursements

Investor Services has contractually agreed in advance to waive or limit its fees so that the Class R6 transfer agent fees do not exceed 0.03% based on the average net assets of the class until April 30, 2021. Prior to May 1, 2020, the Class R6 transfer agent fees were limited to 0.02%.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

3.  Transactions with Affiliates (continued)

 

h.  Interfund Transactions

The Fund engaged in purchases and sales of investments with funds or other accounts that have common investment managers (or affiliated investment managers), directors, trustees or officers. During the period ended June 30, 2020, these purchase and sale transactions aggregated $0 and $1,233,191, respectively.

4.  Expense Offset Arrangement

The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s custodian expenses. During the period ended June 30, 2020, the custodian fees were reduced as noted in the Statement of Operations.

5.  Independent Trustees’ Retirement Plan

On January 1, 1993, the Trust adopted an Independent Trustees’ Retirement Plan (Plan). The Plan is an unfunded defined benefit plan that provides benefit payments to Trustees whose length of service and retirement age meets the eligibility requirements of the Plan. Benefits under the Plan are based on years of service and fees paid to each trustee at the time of retirement. Effective in December 1996, the Plan was closed to new participants.

During the period ended June 30, 2020, the Fund’s projected benefit obligation and benefit payments under the Plan were as follows:

 

aProjected benefit obligation at June 30, 2020.

   $ 1,217,079  

bIncrease in projected benefit obligation

   $ 62,494  

Benefit payments made to retired trustees

   $ (8,021

aThe projected benefit obligation is included in trustees’ fees and expenses in the Statement of Assets and Liabilities.

bThe increase in projected benefit obligation is included in trustees’ fees and expenses in the Statement of Operations.

6.  Income Taxes

At June 30, 2020, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:

 

Cost of investments

   $ 10,057,199,669  
  

 

 

 

Unrealized appreciation

   $ 1,862,833,141  

Unrealized depreciation

     (1,810,866,271
  

 

 

 

Net unrealized appreciation (depreciation)

   $ 51,966,870  
  

 

 

 

Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatment of foreign currency transactions.

7.  Investment Transactions

Purchases and sales of investments (excluding short term securities and securities sold short) for the period ended June 30, 2020, aggregated $1,242,918,297 and $2,764,620,638, respectively.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

At June 30, 2020, in connection with securities lending transactions, the Fund loaned equity investments and received $274,117 of cash collateral. The gross amount of recognized liability for such transactions is included in payable upon return of securities loaned in the Statement of Assets and Liabilities. The agreements can be terminated at any time.

8.  Credit Risk and Defaulted Securities

The Fund may purchase the pre-default or defaulted debt of distressed companies. Distressed companies are financially troubled and could be or are already involved in financial restructuring or bankruptcy. Risks associated with purchasing these securities include the possibility that the bankruptcy or other restructuring process takes longer than expected, or that distributions in restructuring are less than anticipated, either or both of which may result in unfavorable consequences to the Fund. If it becomes probable that the income on debt securities, including those of distressed companies, will not be collected, the Fund discontinues accruing income and recognizes an adjustment for uncollectible interest. For the period ended June 30, 2020, the Fund recorded an adjustment for uncollectible interest of $13,214,014, as noted in the Statement of Operations.

At June 30, 2020, the aggregate long value of distressed company securities for which interest recognition has been discontinued was $87,563,652, representing 0.9% of the Fund’s net assets. For information as to specific securities, see the accompanying Statement of Investments.

9.  Concentration of Risk

Investing in foreign securities may include certain risks and considerations not typically associated with investing in U.S. securities, such as fluctuating currency values and changing local, regional and global economic, political and social conditions, which may result in greater market volatility. Current political and financial uncertainty surrounding the European Union may increase market volatility and the economic risk of investing in securities in Europe. In addition, certain foreign securities may not be as liquid as U.S. securities.

10.  Novel Coronavirus Pandemic

The global outbreak of the novel coronavirus disease, known as COVID-19, has caused adverse effects on many companies, sectors, nations, regions and the markets in general, and may continue for an unpredictable duration. The effects of this pandemic may materially impact the value and performance of the Fund, its ability to buy and sell fund investments at appropriate valuations and its ability to achieve its investment objectives.

11.  Restricted Securities

The Fund invests in securities that are restricted under the Securities Act of 1933 (1933 Act). Restricted securities are often purchased in private placement transactions, and cannot be sold without prior registration unless the sale is pursuant to an exemption under the 1933 Act. Disposal of these securities may require greater effort and expense, and prompt sale at an acceptable price may be difficult. The Fund may have registration rights for restricted securities. The issuer generally incurs all registration costs.

At June 30, 2020, investments in restricted securities, excluding securities exempt from registration under the 1933 Act, were as follows:

 

Shares    Issuer   

Acquisition

Date

     Cost      Value  
3,819,425    International Automotive Components Group Brazil LLC (Value is 0.0% of Net Assets)      4/13/06 - 12/26/08      $ 2,536,498      $ 71,821  

 

     
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37


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

11.  Restricted Securities (continued)

 

Rounds to less than 0.1% of net assets.

12.  Other Derivative Information

At June 30, 2020, investments in derivative contracts are reflected in the Statement of Assets and Liabilities as follows:

 

     Asset Derivatives     Liability Derivatives  
  

 

   

 

 

Derivative Contracts

Not Accounted for as

Hedging Instruments

  

Statement of

Assets and Liabilities

Location

   Fair Value    

Statement of

Assets and Liabilities

Location

   Fair Value  

 

 

Foreign exchange contracts

   Variation margin on futures contracts    $ 12,054,217 a    Variation margin on futures contracts    $  
   Unrealized appreciation on OTC forward exchange contracts      22,833,908    

Unrealized depreciation on OTC forward exchange contracts

     20,643,225  
     

 

 

      

 

 

 

Totals

      $ 34,888,125        $ 20,643,225  
     

 

 

      

 

 

 

aThis amount reflects the cumulative appreciation (depreciation) of futures contracts as reported in the Statement of Investments. Only the variation margin receivable/ payable at period end is separately reported within the Statement of Assets and Liabilities. Prior variation margin movements were recorded to cash upon receipt or payment.

For the period ended June 30, 2020, the effect of derivative contracts in the Statement of Operations was as follows:

 

Derivative Contracts

Not Accounted for as
Hedging Instruments

  

Statement of

Operations Location

   Net Realized
Gain (Loss) for
the Period
    

Statement of

Operations Location

  Net Change in
Unrealized
Appreciation
(Depreciation)
for the Period
 

 

 
   Net realized gain (loss) from:      

Net change in unrealized

appreciation (depreciation) on:

 

Foreign exchange contracts

   Forward exchange contracts          $  6,246,593      Forward exchange contracts     $38,426,662  
   Futures contracts      6,989,036      Futures contracts     24,025,068  
     

 

 

      

 

 

 

Totals

            $13,235,629              $62,451,730  
     

 

 

      

 

 

 

For the period ended June 30, 2020, the average month end notional amount of futures contracts represented $1,082,142,159. The average month end contract value of forward exchange contracts was $2,321,290,950.

See Note 1(e) regarding derivative financial instruments.

13.  Reorganization

On February 21, 2020, Franklin Mutual Global Discovery Fund (Surviving Fund), pursuant to a plan of reorganization approved on December 6, 2019, by shareholders of Franklin Mutual International Fund (Acquired Fund), a series of Franklin Mutual Series Funds, acquired 100% of the Acquired Fund’s net assets, primarily made up of investment securities, which included $6,750,005 of unrealized depreciation, through a tax-free exchange of 3,032,981 shares of the Surviving Fund (valued at $98,797,622). Immediately after the completion of the reorganization, the combined net assets of the Surviving Fund were $14,766,810,033.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

The primary purpose for the reorganization was to combine the Acquired Fund with a larger fund that had lower annual fund operating expenses (before waivers), better long-term historical performance and similar investment goals, principal investment strategies and risks. The estimated cost of the reorganization was $175,174 of which the Surviving Fund and the Acquired Fund each paid 25% and Franklin Mutual paid 50%. The allocated portion of the Surviving Fund’s reorganization expenses are included with other expenses in the Statement of Operations.

Assuming the reorganization had been completed on January 1, 2020, the Surviving Fund’s pro forma results of operations, would have been as follows:

 

Period    Net Investment
Income
     Net Realized
and Unrealized
Gain (Loss)
     Net Increase
(Decrease) in Net
Assets from
Operations
 

 

 

 For the period January 01, 2020 through June 30, 2020

   $ 220,734,931      $ (3,540,397,029    $ (3,319,662,098

Subsequent to the reorganization, the Surviving Fund has been managed as a single entity. Accordingly, it is impracticable to identify the amount of net investment income attributable to the Acquired Fund’s assets after the completion of the reorganization.

14.  Credit Facility

The Fund, together with other U.S. registered and foreign investment funds (collectively, Borrowers), managed by Franklin Templeton, are borrowers in a joint syndicated senior unsecured credit facility totaling $2 billion (Global Credit Facility) which matures on February 5, 2021. This Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests.

Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee of 0.15% based upon the unused portion of the Global Credit Facility. These fees are reflected in other expenses in the Statement of Operations. During the period ended June 30, 2020, the Fund did not use the Global Credit Facility.

15.  Fair Value Measurements

The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s financial instruments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical financial instruments

 

   

Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.)

 

   

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of financial instruments)

The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

15.  Fair Value Measurements (continued)

 

A summary of inputs used as of June 30, 2020, in valuing the Fund’s assets and liabilities carried at fair value, is as follows:

 

     Level 1      Level 2      Level 3      Total  

 

 

 

Assets:

           

Investments in Securities:a

           

Equity Investments:b

           

  Aerospace & Defense

     $      $ 130,427,103      $      $ 130,427,103  

  Auto Components

                   71,821        71,821  

  Automobiles

     72,718,576        267,729,825               340,448,401  

  Banks

     492,817,503        251,582,936               744,400,439  

  Capital Markets

            334,796,275               334,796,275  

  Chemicals

            278,443,650               278,443,650  

  Construction Materials

            125,669,452               125,669,452  

  Diversified Financial Services

     282,190,121        50,889,194               333,079,315  

  Hotels, Restaurants & Leisure

            108,921,089               108,921,089  

  Insurance

     317,777,649        380,107,966               697,885,615  

  Machinery

            92,328,235               92,328,235  

  Media

     288,170,884               315,342        288,486,226  

  Oil, Gas & Consumable Fuels

     503,254,972        396,251,618               899,506,590  

  Pharmaceuticals

     873,053,692        353,697,529               1,226,751,221  

  Semiconductors & Semiconductor Equipment

            141,280,049               141,280,049  

  Software

     431,799,715        501,764               432,301,479  

  Specialty Retail

            36,358,961               36,358,961  

  Technology Hardware, Storage & Peripherals

     172,814,925        325,118,521               497,933,446  

  Textiles, Apparel & Luxury Goods

            99,143,370               99,143,370  

  Tobacco

     186,899,127        224,814,449               411,713,576  

  Wireless Telecommunication Services

            86,362,758               86,362,758  

  All Other Equity Investments

     2,184,920,158                      2,184,920,158  

Corporate Bonds, Notes and Senior Floating Rate Interests

            178,092,404               178,092,404  

Corporate Notes in Reorganization

            87,563,652               87,563,652  

Companies in Liquidation

                   78,279 c        78,279  

Short Term Investments

     308,673,679        29,263,923               337,937,602  
  

 

 

 

     Total Investments in Securities

     $   6,115,091,001      $   3,979,344,723      $             465,442      $  10,094,901,166  
  

 

 

 

Other Financial Instruments:

           

Futures Contracts

     $ 12,054,217      $      $      $ 12,054,217  

Forward Exchange Contracts

            22,833,908               22,833,908  
  

 

 

 

     Total Other Financial Instruments

     $ 12,054,217      $ 22,833,908      $      $ 34,888,125  
  

 

 

 

Liabilities:

           

Other Financial Instruments:

           

Forward Exchange Contracts

     $      $ 20,643,225      $      $ 20,643,225  
  

 

 

 

aFor detailed categories, see the accompanying Statement of Investments.

bIncludes common and preferred stocks as well as other equity interests.

cIncludes securities determined to have no value at June 30, 2020.

 

     

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Global Discovery Fund (continued)

 

A reconciliation in which Level 3 inputs are used in determining fair value is presented when there are significant Level 3 assets and/or liabilities at the beginning and/or end of the period.

16. New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in the ASU provides optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the LIBOR and other interbank-offered based reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying this ASU.

17. Subsequent Events

The Fund has evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure.

Abbreviations

 

Counterparty   Currency    Selected Portfolio    

 

 

BOFA

  Bank of America Corp.   EUR   Euro    ADR   American Depositary Receipt  

BONY

  The Bank of New York Mellon Corp.   GBP   British Pound    FHLB   Federal Home Loan Bank  

HSBK

  HSBC Bank PLC   USD   United States Dollar    FRN   Floating Rate Note  

SSBT

  State Street Bank and Trust Co., N.A.        LIBOR   London InterBank Offered Rate  

UBSW

  UBS AG           

 

     
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Shareholder Information

 

Board Approval of Investment

Management Agreements

FRANKLIN MUTUAL SERIES FUNDS

Franklin Mutual Global Discovery Fund

(Fund)

The Board of Trustees (Board), including a majority of trustees that are not “interested persons” as such term is defined in section 2(a)(19) of the Investment Company Act of 1940 (hereinafter referred to as “independent trustees”), at a meeting held on May 14, 2020, unanimously approved the renewal of the Fund’s investment management agreement. Prior to a meeting of all of the trustees for the purpose of considering such renewal, the independent trustees participated in two other meetings held in connection with the renewal process. Throughout the process, the independent trustees received assistance and advice from and met separately with independent counsel. The independent trustees met with and interviewed officers of the investment manager (including portfolio managers), the transfer agent and shareholder services group and the distributor. In approving the renewal of the investment management agreement for the Fund, the Board, including the independent trustees, determined that the investment management fee structure was fair and reasonable and that continuance of the agreement was in the best interests of the Fund and its shareholders.

In reaching their decision on the investment management agreement, the trustees took into account information furnished throughout the year at regular Board meetings, as well as information specifically requested and furnished for the renewal process, which culminated in the meetings referred to above for the specific purpose of considering such agreement. Information furnished throughout the year included, among others, reports on the Fund’s investment performance, expenses, portfolio composition, portfolio brokerage execution, client commission arrangements, derivatives, securities lending, asset segregation, portfolio turnover, Rule 12b-1 plan, distribution, shareholder servicing, legal and compliance matters, pricing of securities, sales and redemptions, and marketing support payments made to financial intermediaries, as well as a third-party survey of transfer agent fees charged to funds within the Franklin Templeton Investments (FT) complex in comparison with those charged to other fund complexes deemed comparable. Also, related financial statements and other information about the scope and quality of services provided by the investment manager and its affiliates and enhancements to

such services over the past year were provided. In addition, the trustees received periodic reports throughout the year and during the renewal process relating to compliance with the Fund’s investment policies and restrictions. During the renewal process, the independent trustees considered the investment manager’s methods of operation within the Franklin Templeton group and its activities on behalf of other clients. The Board also noted that it received an annual report on all payments made by FT or the Fund to financial intermediaries engaged in the sale of Fund shares, as well as a memorandum relating to third-party servicing arrangements in response to a Guidance Update from the U.S. Securities and Exchange Commission (SEC) relating to mutual fund distribution and sub-accounting fees.

The information obtained by the trustees during the renewal process also included a special report prepared by Broadridge Financial Solutions, Inc., an independent third-party analyst that utilizes data from Lipper, Inc. (“Lipper”), comparing the Fund’s investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper (Broadridge Section 15(c) Report). The trustees reviewed the Broadridge Section 15(c) Report and its usefulness in the renewal process with respect to matters such as comparative fees, expenses, expense ratios, performance and volatility. They concluded that the report continues to be a reliable resource in the performance of their duties.

In addition, the trustees received a Profitability Study (Profitability Study) prepared by management discussing the profitability to FT from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Over the past year, the Board and counsel to the independent trustees continued to receive reports on management’s handling of recent regulatory inquiries and pending legal actions against the investment manager and its affiliates. The independent trustees were satisfied with the actions taken to date by management in response to such regulatory and legal matters.

The trustees reviewed the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of the investment manager. As part of this review, particular attention was given to management’s diligent risk management program, including continual monitoring and management of cybersecurity, liquidity and counterparty credit risk, and attention given to derivatives and other complex instruments that are held and expected to be held by the Fund and how such instruments

 

 

     

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are used to carry out the Fund’s investment goal(s). The Board also took into account, among other things, management’s efforts in establishing a global credit facility for the benefit of the Fund and other accounts managed by FT to provide a source of cash for temporary and emergency purposes or to meet unusual redemption requests as well as the strong financial position of the investment manager’s parent company and its commitment to the mutual fund business. The Board noted management’s continuing efforts and expenditures in establishing effective business continuity plans and developing strategies to address areas of heightened concern in the mutual fund industry, such as cybersecurity and liquidity risk management. The Board also recognized management’s commitment to facilitating Board oversight of particular areas, including derivatives and payments to intermediaries, by enhanced reporting.

In addition to the above and other matters considered by the trustees throughout the course of the year, the following discussion relates to certain primary factors relevant to the Board’s decision. This discussion of the information and factors considered by the Board (including the information and factors discussed above) is not intended to be exhaustive, but rather summarizes certain factors considered by the Board. In view of the wide variety of factors considered, the Board did not, unless otherwise noted, find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual trustees may have assigned different weights to various factors.

NATURE, EXTENT AND QUALITY OF SERVICES. The trustees reviewed the nature, extent and quality of the services provided, and to be provided, by the investment manager. The trustees cited the investment manager’s ability to implement the Fund’s disciplined value investment approach and its long-term relationship with the Fund as reasons that shareholders choose to invest, and remain invested, in the Fund. The trustees reviewed the Fund’s portfolio management team, including its performance, staffing, skills and compensation program. With respect to portfolio manager compensation, management assured the trustees that the Fund’s long-term performance is a significant component of incentive-based compensation and noted that a portion of a portfolio manager’s incentive-based compensation is paid in shares of pre-designated funds from the portfolio manager’s fund management area. The trustees noted that the portfolio manager compensation program aligned the interests of the portfolio managers with that of shareholders of the Fund. The trustees discussed with management various other products, portfolios and entities

that are advised by the investment manager and the allocation of assets and expenses among and within them, as well as their relative fees and reasons for differences with respect thereto and any potential conflicts. During regular Board meetings and the aforementioned meetings of the independent trustees, the trustees received reports and presentations on the investment manager’s best execution trading policies. The trustees considered periodic reports provided to them showing that the investment manager complied with the investment policies and restrictions of the Fund as well as other reports periodically furnished to the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics covering the investment management personnel, the adherence to fair value pricing procedures established by the Board and the accuracy of net asset value calculations. The Board noted the extent of the benefits provided to Fund shareholders from being part of the Franklin Templeton group of funds, including the right to exchange investments between funds (same class) without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings of other funds to obtain reduced sales charges. The Board considered the investment manager’s significant efforts in developing and implementing compliance procedures established in accordance with SEC and other requirements.

The Board considered the nature, extent and quality of the services to be provided under the Fund’s other service agreements to determine that, on an overall basis, Fund shareholders were well served. In this connection, the Board also took into account transfer agent and shareholder services provided to Fund shareholders by an affiliate of the investment manager, noting continuing expenditures by management to increase and improve the scope of such services and favorable periodic reports on shareholder services conducted by independent third parties. While such considerations directly affected the trustees’ decision in renewing the Fund’s transfer agent and shareholder services agreement, the Board also considered these commitments as incidental benefits to Fund shareholders deriving from the investment management relationship.

Based on their review, the trustees were satisfied with the nature and quality of the overall services provided, and to be provided, by the investment manager and its affiliates to the Fund and its shareholders and were confident in the abilities of the management team to continue the disciplined value investment approach of the Fund and to provide quality services to the Fund and its shareholders.

 

 

     
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INVESTMENT PERFORMANCE. The trustees reviewed and placed significant emphasis on the investment performance of the Fund over the one-, three-, five- and 10-year periods ended December 31, 2019. They considered the history of performance of the Fund relative to various benchmarks. As part of their review, they inquired of management regarding benchmarks, style drift and restrictions on permitted investments. Consideration was also given to performance in the context of available levels of cash during the periods.

The trustees had meetings during the year, including the meetings referred to above held in connection with the renewal process, with the Fund’s portfolio managers to discuss performance and the management of the Fund. In addition to the materials provided by management in connection with the renewal process, the independent trustees requested throughout the year (and received) additional presentations from the investment manager and senior management of FT regarding the performance of the investment manager and the Fund. As part of these presentations, the investment manager and senior management of FT reviewed enhancements that have been made, and are being made, to the investment manager’s investment process. In addition, it was noted that senior management of FT is conducting a review of the investment manager and the Fund and will report the results thereof to the independent trustees when completed.

Particular attention in assessing performance was given to the Broadridge Section 15(c) Report. That report showed the investment performance of the Fund (Class A shares) in comparison to other funds determined comparable by Lipper.

The comparable funds to the Fund, as chosen by Lipper, included all retail and institutional global multi-cap value funds. The Fund had total returns in the second-best performing quintile for the one-year period ended December 31, 2019, and had annualized total returns for the three- and five-year periods in the lowest and second-lowest performing quintiles, respectively. The trustees noted that the Fund’s total return on an annualized basis for the 10-year period ended December 31, 2019 was in the middle performing quintile. The trustees noted that the Fund continued to exhibit improved relative performance in 2019 and discussed with management the reasons for the relative underperformance for the three- and five-year periods ended December 31, 2019. Encouraged by the continued improved relative performance and continued enhancements to the investment process noted above, the Board did not believe that any changes with respect to the Fund were warranted at

the time and noted that it would continue to monitor future performance.

The trustees also compared Fund performance to other industry benchmarks, including measures of risk-adjusted performance of a fund, as part of their evaluation of investment performance. The trustees concluded that the Fund had continued to perform well in comparison to its various benchmarks and in the context of the Fund’s goal.

COMPARATIVE EXPENSES AND MANAGEMENT PROFITABILITY. The trustees considered the cost of the services provided and to be provided and the profits realized by the investment manager and its affiliates from their respective relationships with the Fund. As part of the renewal process, the trustees explored with management the trends in expense ratios over the past three fiscal years and the reasons for any increases in the Fund’s expense ratios (or components thereof). In considering the appropriateness of the management fee and other expenses charged to the Fund, the Board took into account various factors including investment performance and matters relating to Fund operations, including, but not limited to, the quality and experience of its portfolio managers and research staff. Consideration was also given to a comparative analysis in the Broadridge Section 15(c) Report of the investment management fee and total expense ratio of the Fund in comparison with those of a group of other funds selected by Lipper as its appropriate Lipper expense group. Lipper expense data is based upon information taken from each fund’s most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Lipper to be an appropriate measure of comparative expenses.

In reviewing comparative costs, emphasis was given to the Fund’s contractual management fee in comparison with the contractual management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper contractual management fee analysis includes administrative charges as being part of the management fee, and total expenses, for comparative consistency, are shown by Lipper for Fund Class A shares.

 

 

     

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The Fund’s contractual management fee rate was in the most expensive quintile of its Lipper expense group and its total expenses were in the middle quintile of such group. The Board found such comparative fees and expenses to be acceptable in view of factors relating to the Fund’s operations, such as the quality and experience of its portfolio managers.

The trustees also reviewed the Profitability Study addressing profitability of Franklin Resources, Inc., from its overall U.S. fund business, as well as profitability to the Fund’s investment manager and its affiliates, from providing investment management and other services to the Fund during the 12-month period ended September 30, 2019, the most recent fiscal year-end of Franklin Resources, Inc. The trustees reviewed the basis on which such reports are prepared and the cost allocation methodology utilized in the Profitability Study, it being recognized that allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that the reasonableness of the cost allocation methodologies was reviewed by independent accountants on an every other year basis.

The independent trustees met with management to discuss the Profitability Study. This included, among other things, a comparison of investment management income with investment management expenses of the Fund; comparison of underwriting revenues and expenses; the relative relationship of investment management and underwriting expenses; shareholder servicing profitability; economies of scale; and the relative contribution of the Fund to the profitability of the investment manager and its parent. In discussing the Profitability Study with the Board, the investment manager stated its belief that the costs incurred in establishing the infrastructure necessary to operate the type of mutual fund operations conducted by it and its affiliates may not be fully reflected in the expenses allocated to the Fund in determining its profitability.

The Board also took into account management’s expenditures in improving shareholder services provided to the Fund, as well as the need to meet additional regulatory and compliance requirements. The trustees also considered the extent to which the investment manager may derive ancillary benefits from Fund operations, including those derived from economies of scale, discussed below, the allocation of Fund brokerage and the use of commission dollars to pay for research and other similar services.

Based upon their consideration of all these factors, the trustees determined that the level of profits realized by the investment manager and its affiliates in providing services to the Fund was not excessive in view of the nature, quality and extent of services provided.

ECONOMIES OF SCALE. The Board considered economies of scale realized by the investment manager and its affiliates as the Fund grows larger and the extent to which they are shared with Fund shareholders, as for example, in the level of the investment management fee charged, in the quality and efficiency of services rendered and in increased capital commitments benefiting the Fund directly or indirectly. While recognizing that any precise determination is inherently subjective, the trustees noted that, based upon the Profitability Study, as some funds increase in size, at some point economies of scale may result in the investment manager realizing a larger profit margin on investment management services provided to such a fund. The trustees also noted that benefits of economies of scale will be shared with Fund shareholders due to the decline in the effective investment management fee rate as breakpoints are achieved by the Fund.

The trustees noted that breakpoints had been instituted as part of the Fund’s investment management fee and that the Board regularly evaluates whether additional breakpoints are appropriate. The trustees assessed the savings to shareholders resulting from such breakpoints and believed they were, and continue to be, appropriate and they agreed to continue to monitor the appropriateness of the breakpoints. The trustees also considered the effects an increase in assets under management would have on the investment management fee and expense ratio of the Fund. To the extent further economies of scale may be realized by the investment manager and its affiliates, the Board believed the investment management fees provide a sharing of benefits with the Fund and its shareholders.

Liquidity Risk Management Program

The Funds have adopted and implemented a written Liquidity Risk Management Program (the “LRMP”) as required by Rule 22e-4 under the Investment Company Act of 1940. The program is designed to assess and manage each Fund’s liquidity risk, taking into consideration the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other

 

 

     
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funding sources including the Funds’ interfund lending facility and line of credit. The Funds’ Board of Trustees approved the appointment of the Director of Liquidity Risk within the Investment Risk Management Group (the “IRMG”) as the Administrator of the LRMP. The IRMG maintains the Investment Liquidity Committee (the “ILC”) to provide oversight and administration of policies and procedures governing liquidity risk management for FT products and portfolios. The ILC includes representatives from Franklin Templeton’s Risk, Trading, Global Compliance, Investment Compliance, Investment Operations, Valuation Committee and Product Management groups.

The LRMP Administrator Annual Report was presented to the Fund(s) Board of Trustees at their meetings in May 2020. The report covered the adequacy and effectiveness of the program during the period December 1, 2018 to December 31, 2019 (the “covered period”). The report concluded that (i.) the LRMP, as adopted and implemented, remains reasonably designed to assess and manage each Fund’s liquidity risk; (ii.) the LRMP, including the Highly Liquid Investment Minimum (“HLIM”) where applicable, was implemented and operated effectively to achieve the goal of assessing and managing each Fund’s liquidity risk; and (iii.) each fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund. In addition, the LRMP Administrator presented the Fund Board of Trustees an update on liquidity during the first quarter of 2020 in relation to the COVID-19 pandemic.

During the reporting period, the Fund maintained a high level of liquid assets that are defined under the Liquidity Rule as ‘‘Highly Liquid Investments.’’ As a result, the Fund was designated a “Primarily Highly Liquid Fund” as defined under the Liquidity Rule and has not adopted a ‘‘Highly Liquid Investment Minimum.’’ A Highly Liquid Investment is defined as cash and any investment reasonably expected to be convertible to cash in current market conditions in three business days or less without the conversion to cash significantly changing the market value of the investment.

There can be no assurance that the program will achieve its objectives in the future. Please refer to your Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.

Proxy Voting Policies and Procedures

The Fund’s investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund’s complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. Copies of the Fund’s proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission’s website at sec.gov and reflect the most recent 12-month period ended June 30.

Quarterly Statement of Investments

The Trust, on behalf of the Fund, files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year as an exhibit to its report on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the Commission’s website at sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.

Householding of Reports and Prospectuses

You will receive the Fund’s financial reports every six months as well as an annual updated summary prospectus (prospectus available upon request). To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the financial reports and summary prospectus. This process, called “householding,” will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at (800) 632-2301. At any time you may view current prospectuses/summary prospectuses and financial reports on our website. If you choose, you may receive these documents through electronic delivery.

 

 

     

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Authorized for distribution only when accompanied or preceded by a summary prospectus and/or prospectus. Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing. A prospectus contains this and other information; please read it carefully before investing.

To help ensure we provide you with quality service, all calls to and from our service areas are monitored and/or recorded.

 

 

 

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Semiannual Report and Shareholder Letter

Franklin Mutual Global Discovery Fund

 
  Investment Manager    Distributor   Shareholder Services
  Franklin Mutual Advisers, LLC   

Franklin Templeton Distributors, Inc.

(800) DIAL BEN® / 342-5236

 

(800) 632-2301 - (Class A, C, R &

R6)

     franklintempleton.com   (800) 448-FUND - (Class Z)

 

© 2020 Franklin Templeton Investments. All rights reserved.    477 S 08/20


 

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Sign up for electronic delivery at franklintempleton.com/edelivery


 

Internet Delivery of Fund Reports Unless You Request Paper Copies: Effective January 1, 2021, as permitted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request them from the Fund or your financial intermediary. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you have not signed up for electronic delivery, we would encourage you to join fellow shareholders who have. You may elect to receive shareholder reports and other communications electronically from the Fund by calling (800) 632-2301 or by contacting your financial intermediary.

You may elect to continue to receive paper copies of all your future shareholder reports free of charge by contacting your financial intermediary or, if you invest directly with a Fund, calling (800) 632-2301 to let the Fund know of your request. Your election to receive reports in paper will apply to all funds held in your account.


SHAREHOLDER LETTER

Dear Franklin Mutual European Fund Shareholder:

 

During the six months ended June 30, 2020, European equity markets were extremely volatile and declined as the spread of the novel coronavirus (COVID-19)—first reported in December and initially centered in China—disrupted economic activity and contributed to negative investor sentiment for risk assets. Share prices plunged dramatically, pulling European equities from high levels in mid-February before bottoming in late March. European stocks snapped back in April and May but moderated in June to close the period significantly above the market trough, although still in negative territory for the period. The broad European equity market, as measured by the MSCI Europe Index, finished the period down -11.55%.1

As the period opened, the U.K. was preparing to formally exit the European Union, and major equity markets were rallying, lifted by China and the United States’ Phase-One trade agreement that was intended to serve as the foundation for a similar deal between the U.S. and the European Union (EU). However, concerns about U.S. tariffs on European auto exports late in the month contributed to negative market sentiment. Then, COVID-19 emerged and upended these and other plans.

The spread of the pandemic evolved into a global public health crisis, and countries around the world implemented lockdown and physical distancing measures intended to “flatten the curve” of the contagion. Consumer and business spending fell, and manufacturing and other activity came to a virtual halt. Consequently, the world’s major economies fell into recession and projections about the economic fallout exceeded that of the 2007–2009 Global Financial Crisis.

In response, central banks expanded their mandates to support economies and markets. The Bank of England, in coordination and consultation with neighboring central banks, lowered interest rates to 0.1% and implemented quantitative easing via a bond purchase program, and the European Central Bank launched the Pandemic Emergency Purchase Programme. Later in the period, the EU approved a 750 billion (US$825 billion) European Recovery Fund that recommended financial burden sharing among member

states. Policymakers’ “whatever-it-takes” approach lifted investor sentiment and stock prices rebounded. Rates of infection in some of the viral epicenters around the world slowed, and government officials, eager to restart economies, embarked on a gradual, albeit uneven, reopening.

The pandemic has highlighted structural weaknesses between Europe’s haves and the have-nots. Countries such as Italy, which is still recovering from the Global Financial Crisis, were hit hard by COVID-19 and lack the fiscal wherewithal to finance their recovery. As such, the European Recovery Fund is probably one of the most significant COVID-19 related relief actions. Depending upon the structure of the final agreement, it could represent the first steps in the fiscal integration of the region, as well as lead to the euro being considered a safe-haven currency.

As long-term investors, we can weather turbulence and look for it to provide opportunities to acquire shares in good franchises at attractive valuations. We remain disciplined in our approach and are committed to buying companies based on fundamentals, active engagement with management teams and a keen focus on cash flow and valuation. While the current level of uncertainty may be unnerving, it is important to remember that the market historically rewards investors who take a long-term perspective. To that end, we recognize the importance of financial advisors in today’s markets and encourage investors to continue to seek their advice. Amid changing markets and economic conditions, we are confident investors with a well-diversified portfolio and a patient, long-term outlook should be well-positioned for the years ahead.

On the following pages, the portfolio management team reviews investment decisions that pertain to performance during the past six months considering the economic environment and other factors. Please remember all securities markets fluctuate, as do mutual fund share prices.

 

 

1. Source: Morningstar.

See www.franklintempletondatasources.com for additional data provider information.

 

 

Not FDIC Insured | May Lose Value  | No Bank Guarantee 

 

 

     
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We thank you for investing with Franklin Templeton, welcome your questions and comments, and look forward to continuing to serve your investment needs in the years ahead.

Sincerely,

Peter A. Langerman

Chairman, President and Chief Executive Officer

Franklin Mutual Advisers, LLC

This letter reflects our analysis and opinions as of June 30, 2020, unless otherwise indicated. The information is not a complete analysis of every aspect of any market, country, industry, security or fund. Statements of fact are from sources considered reliable.

Contents

 

        

Semiannual Report

  

Franklin Mutual European Fund.

     3  

Performance Summary

     7  

Your Fund’s Expenses

     9  

Financial Highlights and Statement of Investments

     10  

Financial Statements

     20  

Notes to Financial Statements

     24  

Shareholder Information

     39  

 

 
Visit franklintempleton.com for fund updates, to access your account, or to find helpful financial planning tools.
 

 

     

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SEMIANNUAL REPORT

Franklin Mutual European Fund

 

This semiannual report for Franklin Mutual European Fund covers the period ended June 30, 2020.

Your Fund’s Goal and Main Investments

The Fund’s principal goal is capital appreciation, which may occasionally be short term. Its secondary goal is income. The Fund normally invests at least 80% of its total assets in securities of European companies that we believe are available at market prices less than their intrinsic value. The Fund invests primarily in equity securities, mainly common stocks, with a focus on mid- and large cap companies. To a lesser extent, the Fund also invests in merger arbitrage securities and the debt and equity of distressed companies. The Geographic Composition bar chart on this page lists the leading European countries where the Fund invests.

Performance Overview

The Fund’s Class Z shares posted a -20.55% cumulative total return for the six months ended June 30, 2020. For comparison, the Fund’s primary benchmark, the MSCI Europe Index-NR (Local Currency), which tracks equity performance in Europe’s developed markets, posted a -11.56% total return.1 Also for comparison, the Fund’s secondary benchmark, the MSCI Europe Index-NR (USD), posted a -12.78% total return.1 You can find more of the Fund’s performance data in the Performance Summary beginning on page 7.

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

Economic and Market Overview

Global developed and emerging market equities, as measured by the MSCI All Country World Index (USD), posted a -5.99% total return during the six months under review.1 Stocks fell sharply in early 2020 as countries around the world implemented lockdown measures in an effort to

Geographic Composition*

Based on Total Net Assets as of 6/30/20

 

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*Figures are stated as a percentage of total and may not equal 100% or may be negative due to rounding, use of any derivatives, unsettled trades or other factors.

slow the spread of the novel coronavirus (COVID-19). Global supply chain disruptions, business and personal restrictions, and subdued consumer spending drove many investors to sell equity holdings in favor of perceived safe investments such as government bonds and cash. While global equities, notably in the U.S., rebounded in April and May amid optimism about easing lockdown restrictions, concerns about a second wave of infections hindered equities in June, as investors weighed the possibility of renewed restrictions.

In the eurozone, some analysts forecasted a significant contraction in 2020, particularly in southern European

 

 

1. Source: Morningstar.

The index is unmanaged and includes reinvestment of any income or distributions. It does not reflect any fees, expenses or sales charges. One cannot invest directly in an index, and an index is not representative of the Fund’s portfolio. Net Returns (NR) include income net of tax withholding when dividends are paid.

See www.franklintempletondatasources.com for additional data provider information.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments (SOI).

The SOI begins on page 15.

 

     
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FRANKLIN MUTUAL EUROPEAN FUND

    

 

countries, as the magnitude of the economic disruption caused by the pandemic became apparent. European developed market equities, as measured by the MSCI Europe Index (USD), posted a -12.43% total return for the period.1 To stimulate growth, the European Central Bank implemented a broad bond-buying program, and many countries passed fiscal stimulus measures.

Investment Strategy

We follow a distinctive value investment approach that combines investments in what we believe are undervalued common stocks with, to a lesser extent, distressed debt investing and merger arbitrage. Our style aims to provide our shareholders with superior risk-adjusted results over time. We employ rigorous, fundamental analysis to find compelling situations. In our opinion, successful investing is as much about assessing risk and containing losses as it is about achieving profits. In choosing investments, we look at the market price of an individual company’s securities relative to our evaluation of its intrinsic value based on factors including book value, cash flow generation, long-term earnings potential and earnings multiples. Our portfolio selection process generally includes an assessment of the potential impacts of any material environmental, social and governance (ESG) factors on the long-term risk and return profile of a company. We may invest in bankrupt or distressed companies if we believe the market overreacted to adverse developments or failed to appreciate positive changes, including restructuring. In addition, it is our practice to hedge the Fund’s currency exposure when we deem it advantageous for our shareholders.

Manager’s Discussion

The novel coronavirus (COVID-19) pandemic has significantly altered our way of life. Despite this, stocks have rallied off the March 23 market bottom and are within range of the pre-pandemic, all-time highs achieved earlier in the year. While the economy has reopened, the recovery is likely to be uneven. The question that we wrestle with daily is what does this scenario mean for equities in general and undervalued stocks in particular?

Markets rose sharply in April, as investors moved back into the growth stocks that propelled the market to the all-time highs of January. In late May, however, there was a turn in market sentiment resulting in value briefly outperforming growth. Undervalued stocks often benefit in periods of improving economic activity or stabilization as business prospects improve. Increasing demand across the economy, especially in cyclical sectors, can provide a tailwind for these companies and drive shareholder value. This is a scenario

Top 10 Sectors/Industries

Based on Equity Securities as of 6/30/20

 

     

% of Total

Net Assets

Banks

   8.8%

Insurance

   7.3%

Pharmaceuticals

   6.8%

Construction Materials

   6.2%

Oil, Gas & Consumable Fuels

   5.9%

Trading Companies & Distributors

   5.8%

Machinery

   5.7%

Chemicals

   5.1%

Auto Components

   4.3%

Diversified Telecommunication Services

   4.2%

that often occurs off an economic bottom, and we are positioning our portfolios to capitalize on this trend.

The second-quarter earnings reporting season (occurring in July and August) marks the first period with the full impact of the economic lockdowns and will provide a more complete view into the pandemic’s impact on corporate statements. Many financial officers withdrew full-year 2020 guidance, as they reported first-quarter results, due to limited revenue visibility. As a result, the path ahead for stocks is less clear. We remain cautious amid these elevated risks.

Fund Performance

Turning to Fund performance, investments that detracted included Dufry, Standard Chartered and ING Groep.

The share price of Dufry, a Switzerland-based operator of global duty-free and duty-paid stores in airports and other transportation-related facilities in 65 countries, suffered a sharp drop as the COVID-19 pandemic significantly reduced air passenger traffic. In response, management took several steps to enhance liquidity and preserve cash, including raising equity and issuing convertible debt; eliminating the company’s dividend; securing commitments from lenders to waive financial covenants until the end of 2021; and reducing capital expenditures and cutting costs. Late in the period, management announced that it would reduce personnel expenses by up to 35%.

Shares of London-based bank Standard Chartered weakened during the period. Management canceled the company’s dividend and eliminated stock buybacks in response to a request by the U.K.’s banking regulator to use the capital to support the economy through 2020. The Prudential Regulation Authority also requested that banks not pay bonuses to senior staff and material risk takers.

 

 

     

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Top 10 Equity Holdings

6/30/20

 

Company

Sector/Industry, Country

 

% of Total

Net Assets

Rexel SA

Trading Companies & Distributors, France

  3.9%

LafargeHolcim Ltd.

Construction Materials, Switzerland

  3.8%

Cie Generale des Etablissements Michelin SCA

Auto Components, France

  3.5%

Hellenic Telecommunications Organization SA

Diversified Telecommunication Services, Greece

  3.5%

Novartis AG

Pharmaceuticals, Switzerland

  3.4%

GlaxoSmithKline PLC

Pharmaceuticals, U.K.

  3.3%

NN Group NV

Insurance, Netherlands

  2.9%

BASF SE

Chemicals, Germany

  2.9%

Volkswagen AG

Automobiles, Germany

  2.8%

British American Tobacco PLC

Tobacco, U.K.

  2.7%

Standard Chartered later reported financial results that beat consensus estimates and set aside loan-loss reserves of close to $1 billion in anticipation of a spike in defaults. The stock price dipped further later in the period on concerns about a resumption of tensions between China and the U.S. Standard Chartered operates primarily in developing countries, and Hong Kong is one of its key markets.

Shares of Netherlands-based ING Groep, a global bank and financial institution, sold off as part of a broad equity market decline related to the economic impact of COVID-19 containment measures on global growth. The stock price began to recover later in the period on indications of a recovery in oil prices and a reopening of economies that closed to stem the spread of COVID-19. First-quarter financial results exceeded consensus forecasts, and a decline in net profit was less than anticipated.

During the period under review, Fund investments that contributed positively to performance included Avast, Reckitt Benckiser Group and Siemens.

Shares of Avast, a Czech Republic-based software company, rose during the period as an increase in remote working has led to greater demand for its cybersecurity products. The company generates free cash flow via a

subscription revenue model, and customer acquisition costs are minimized using a “freemium” pricing strategy that gives away its basic antivirus software, but charges customers for enhanced versions. Toward the end of the period, Avast’s stock price also benefited from news that the company was being added to the FTSE 100 Index.

The share price of U.K.-based Reckitt Benckiser Group jumped early in the period on news reports that the manufacturer of health, hygiene and home products planned to test its disinfectants on COVID-19 samples that it had obtained. Later in the period, management reported solid first-quarter financial results that benefited from increased demand for its offerings within the over-the-counter and hygiene/home business segments. Full-year 2020 results are expected to exceed initial forecasts, and management planned to provide formal updated guidance following the end of the first half of the year.

Shares of Germany-based Siemens rallied off the late-March market bottom following a leadership reshuffling and greater clarity from management about a previously announced restructuring of the industrial conglomerate. The company’s chief executive officer (CEO) Joe Kaeser stepped down and was replaced by deputy CEO Roland Busch. Kaeser will become chairman of Siemens Energy, a spinoff of Siemens’ gas and power operating company. The divestiture is expected to be completed in September, and Siemens will initially retain a 45% stake that it plans to reduce significantly over the next 12 to 18 months. During the first-quarter earnings call, management pulled its fiscal 2020 guidance, citing the impact of the economic effects of the COVID-19 pandemic.

During the period, the Fund held currency forwards and futures seeking to hedge most of the currency risk of the portfolio’s non-U.S. dollar investments. The hedges had a positive overall impact on the Fund’s performance.

As fellow shareholders, we found recent absolute and relative performance disappointing, but our strategy of seeking undervalued stocks can lag European growth equity market returns at times. We remain committed to our disciplined, value investment approach as we seek to generate attractive, long-term, risk-adjusted returns for shareholders.

Thank you for your participation in Franklin Mutual European Fund. We look forward to continuing to serve your investment needs.

 

 

     
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Katrina Dudley, CFA

Co-Portfolio Manager

Mandana Hormozi

Co-Portfolio Manager

Todd Ostrow

Co-Portfolio Manager

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of June 30, 2020, the end of the reporting period. The way we implement our main investment strategies and the resulting portfolio holdings may change depending on factors such as market and economic conditions. These opinions may not be relied upon as investment advice or an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but the investment manager makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

                    

 

 

CFA® is a trademark owned by CFA Institute.

 

     

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Performance Summary as of June 30, 2020

The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses. Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities.

Performance as of 6/30/20

Cumulative total return excludes sales charges. Average annual total return includes maximum sales charges. Sales charges will vary depending on the size of the investment and the class of share purchased. The maximum is 5.50% and the minimum is 0%. Class A: 5.50% maximum initial sales charge. For other share classes, visit franklintempleton.com.

 

Share Class   

Cumulative  

Total Return1

  

              Average Annual  

Total Return2

Z

     

6-Month

   -20.55%    -20.55%

1-Year

   -13.23%    -13.23%

5-Year

   -7.01%    -1.44%

10-Year

   +45.76%    +3.84%

A3

     

6-Month

   -20.66%    -25.01%

1-Year

   -13.48%    -18.23%

5-Year

   -8.21%    -2.80%

10-Year

   +41.76%    +2.97%

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

See page 8 for Performance Summary footnotes.

 

     
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FRANKLIN MUTUAL EUROPEAN FUND

PERFORMANCE SUMMARY

 

Total Annual Operating Expenses4

 

Share Class      
Z    1.04%
A    1.29%

Each class of shares is available to certain eligible investors and has different annual fees and expenses, as described in the prospectus.

All investments involve risks, including possible loss of principal. Value securities may not increase in price as anticipated or may decline further in value. Special risks are associated with foreign investing, including currency fluctuations, economic instability and political developments. Because the Fund may invest its assets in companies in a specific region, including Europe, it is subject to greater risks of adverse developments in that region and/or the surrounding regions than a fund that is more broadly diversified geographically. Current political uncertainty concerning the economic consequences of the departure of the U.K. from the European Union may increase market volatility. The Fund’s investments in smaller-company stocks carry an increased risk of price fluctuation, especially over the short term. The Fund’s investments in companies engaged in mergers, reorganizations or liquidations also involve special risks as pending deals may not be completed on time or on favorable terms. Unexpected events and their aftermaths, such as the spread of deadly diseases; natural, environmental or man-made disasters; financial, political or social disruptions; terrorism and war; and other tragedies or catastrophes, can cause investor fear and panic, which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen. The Fund’s prospectus also includes a description of the main investment risks.

1. Cumulative total return represents the change in value of an investment over the periods indicated.

2. Average annual total return represents the average annual change in value of an investment over the periods indicated. Return for less than one year, if any, has not been annualized.

3. Prior to 9/10/18, these shares were offered at a higher initial sales charge of 5.75%, thus actual returns (with sales charges) would have differed. Average annual total returns (with sales charges) have been restated to reflect the current maximum initial sales charge of 5.50%.

4. Figures are as stated in the Fund’s current prospectus and may differ from the expense ratios disclosed in the Your Fund’s Expenses and Financial Highlights sections in this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown.

See www.franklintempletondatasources.com for additional data provider information.

 

     

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Your Fund’s Expenses

As a Fund shareholder, you can incur two types of costs: (1) transaction costs, including sales charges (loads) on Fund purchases and redemptions; and (2) ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The table below shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated.

Actual Fund Expenses

The table below provides information about actual account values and actual expenses in the columns under the heading “Actual.” In these columns the Fund’s actual return, which includes the effect of Fund expenses, is used to calculate the “Ending Account Value” for each class of shares. You can estimate the expenses you paid during the period by following these steps (of course, your account value and expenses will differ from those in this illustration): Divide your account value by $1,000 (if your account had an $8,600 value, then $8,600 ÷ $1,000 = 8.6). Then multiply the result by the number in the row for your class of shares under the headings “Actual” and “Expenses Paid During Period” (if Actual Expenses Paid During Period were $7.50, then 8.6 x $7.50 = $64.50). In this illustration, the actual expenses paid this period are $64.50.

Hypothetical Example for Comparison with Other Funds

Under the heading “Hypothetical” in the table, information is provided about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. This information may not be used to estimate the actual ending account balance or expenses you paid for the period, but it can help you compare ongoing costs of investing in the Fund with those of other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that expenses shown in the table are meant to highlight ongoing costs and do not reflect any transactional costs. Therefore, information under the heading “Hypothetical” is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transactional costs were included, your total costs would have been higher.

 

          Actual   Hypothetical     
          (actual return after expenses)   (5% annual return before expenses)     
     

 

 

 

  

Share

Class

  

Beginning

Account

Value 1/1/20

  

Ending

Account

Value 6/30/20

  

Expenses

Paid During

Period

1/1/20–6/30/201, 2

 

Ending

Account

Value 6/30/20

  

Expenses

Paid During

Period

1/1/20–6/30/201, 2

   Net
Annualized
Expense
Ratio2

 

  

 

 

 

  

 

Z    $1,000    $794.50    $4.77   $1,019.54    $  5.37    1.07%
A    $1,000    $793.40    $5.89   $1,018.30    $  6.62    1.32%
C    $1,000    $790.70    $9.22   $1,014.57    $10.37    2.07%
R    $1,000    $792.30    $7.00   $1,017.06    $  7.87    1.57%
R6    $1,000    $794.70    $4.24   $1,020.14    $  4.77    0.95%

1. Expenses are equal to the annualized expense ratio for the six-month period as indicated above—in the far right column—multiplied by the simple average account value over the period indicated, and then multiplied by 182/366 to reflect the one-half year period.

2. Reflects expenses after fee waivers and expense reimbursements. Does not include acquired fund fees and expenses.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

    

 

Financial Highlights

Franklin Mutual European Fund

 

   

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class Z

           

Per share operating performance

(for a share outstanding throughout the period)

           

Net asset value, beginning of period

    $21.31       $17.89       $20.93       $19.20       $19.48       $20.86  

Income from investment operationsa:

           

Net investment incomeb

    0.11       0.54       0.49       0.35       0.63 c       0.42  

Net realized and unrealized gains (losses)

    (4.49     3.46       (2.80     1.65       (0.17     (0.27

Total from investment operations

    (4.38     4.00       (2.31     2.00       0.46       0.15  

Less distributions from:

           

Net investment income

          (0.58     (0.73     (0.27     (0.47     (0.46

Net realized gains

                            (0.27     (1.07

Total distributions

          (0.58     (0.73     (0.27     (0.74     (1.53

Net asset value, end of period

    $16.93       $21.31       $17.89       $20.93       $19.20       $19.48  

Total returnd

    (20.55)%       22.28%       (11.12)%       10.45%       2.40%       0.82%  

Ratios to average net assetse

           

Expensesf

    1.07% g,h       1.04% g       1.04% g,h       1.04% g       1.06% g,h       1.05%  

Expenses incurred in connection with securities sold short

    —%       —%       —% i       —%       —%       —% i  

Net investment income

    1.21%       2.77%       2.38%       1.75%       3.42% c       1.93%  

Supplemental data

           

Net assets, end of period (000’s)

    $461,172       $789,012       $958,149       $1,328,622       $1,175,972       $1,355,780  

Portfolio turnover rate

    15.54%       12.16%       35.42%       17.33%       16.43%       32.59%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.17 per share related to a nonrecurring distribution. The amount, although initially recorded as dividend income, is subject to recharacterization once the issuer provides information regarding the actual composition of the distribution. Excluding this amount, the ratio of net investment income to average net assets would have been 2.50%.

dTotal return is not annualized for periods less than one year.

eRatios are annualized for periods less than one year.

fIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(d).

gBenefit of expense reduction rounds to less than 0.01%.

hBenefit of waiver and payments by affiliates rounds to less than 0.01%.

iRounds to less than 0.01%.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual European Fund (continued)

 

   

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class A

           

Per share operating performance

(for a share outstanding throughout the period)

           

Net asset value, beginning of period

    $20.67       $17.37       $20.33       $18.66       $18.95       $20.33  

Income from investment operationsa:

           

Net investment incomeb

    0.08       0.49       0.41       0.31       0.57 c       0.35  

Net realized and unrealized gains (losses)

    (4.35     3.33       (2.69     1.58       (0.18     (0.26

Total from investment operations

    (4.27     3.82       (2.28     1.89       0.39       0.09  

Less distributions from:

           

Net investment income

          (0.52     (0.68     (0.22     (0.41     (0.40

Net realized gains

                            (0.27     (1.07

Total distributions

          (0.52     (0.68     (0.22     (0.68     (1.47

Net asset value, end of period

    $16.40       $20.67       $17.37       $20.33       $18.66       $18.95  

Total returnd

    (20.66)%       21.98%       (11.29)%       10.14%       2.12%       0.57%  

Ratios to average net assetse

           

Expensesf

    1.32% g,h       1.29% g       1.29% g,h       1.29% g       1.31% g,h       1.33%  

Expenses incurred in connection with securities sold short

    —%       —%       —% i       —%       —%       —% i  

Net investment income

    0.96%       2.52%       2.13%       1.50%       3.17% c       1.65%  

Supplemental data

           

Net assets, end of period (000’s)

    $356,699       $512,218       $564,038       $714,915       $769,297       $1,033,307  

Portfolio turnover rate

    15.54%       12.16%       35.42%       17.33%       16.43%       32.59%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.17 per share related to a nonrecurring distribution. The amount, although initially recorded as dividend income, is subject to recharacterization once the issuer provides information regarding the actual composition of the distribution. Excluding this amount, the ratio of net investment income to average net assets would have been 2.25%.

dTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

eRatios are annualized for periods less than one year.

fIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(d).

gBenefit of expense reduction rounds to less than 0.01%.

hBenefit of waiver and payments by affiliates rounds to less than 0.01%.

iRounds to less than 0.01%.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual European Fund (continued)

 

   

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class C

           

Per share operating performance

(for a share outstanding throughout the period)

           

Net asset value, beginning of period

    $20.93       $17.56       $20.38       $18.70       $18.97       $20.37  

Income from investment operationsa:

           

Net investment incomeb

    0.02       0.35       0.29       0.15       0.44 c       0.19  

Net realized and unrealized gains (losses)

    (4.40     3.35       (2.72     1.60       (0.19     (0.25

Total from investment operations

    (4.38     3.70       (2.43     1.75       0.25       (0.06

Less distributions from:

           

Net investment income

          (0.33     (0.39     (0.07     (0.25     (0.27

Net realized gains

                            (0.27     (1.07

Total distributions

          (0.33     (0.39     (0.07     (0.52     (1.34

Net asset value, end of period

    $16.55       $20.93       $17.56       $20.38       $18.70       $18.97  

Total returnd

    (20.93)%       21.01%       (11.96)%       9.37%       1.32%       (0.16)%  

Ratios to average net assetse

           

Expensesf

    2.07% g,h      2.04% g       2.04% g,h      2.04% g       2.06% g,h       2.05%  

Expenses incurred in connection with securities sold short

    —%       —%       —% i       —%       —%       —% i  

Net investment income

    0.21%       1.77%       1.38%       0.75%       2.42% c       0.93%  

Supplemental data

           

Net assets, end of period (000’s)

    $38,164       $61,743       $78,149       $179,123       $209,196       $291,752  

Portfolio turnover rate

    15.54%       12.16%       35.42%       17.33%       16.43%       32.59%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.17 per share related to a nonrecurring distribution. The amount, although initially recorded as dividend income, is subject to recharacterization once the issuer provides information regarding the actual composition of the distribution. Excluding this amount, the ratio of net investment income to average net assets would have been 1.50%.

dTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

eRatios are annualized for periods less than one year.

fIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(d).

gBenefit of expense reduction rounds to less than 0.01%.

hBenefit of waiver and payments by affiliates rounds to less than 0.01%.

iRounds to less than 0.01%.

 

     

12

          Semiannual Report  |  The accompanying notes are an integral part of these financial statements.   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual European Fund (continued)

 

   

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class R

           

Per share operating performance

(for a share outstanding throughout the period)

           

Net asset value, beginning of period

    $20.27       $17.05       $19.97       $18.35       $18.62       $20.04  

Income from investment operationsa:

           

Net investment incomeb

    0.06       0.43       0.35       0.22       0.52 c       0.27  

Net realized and unrealized gains (losses)

    (4.27     3.27       (2.64     1.60       (0.18     (0.23

Total from investment operations

    (4.21     3.70       (2.29     1.82       0.34       0.04  

Less distributions from:

           

Net investment income

          (0.48     (0.63     (0.20     (0.34     (0.39

Net realized gains

                            (0.27     (1.07

Total distributions

          (0.48     (0.63     (0.20     (0.61     (1.46

Net asset value, end of period

    $16.06       $20.27       $17.05       $19.97       $18.35       $18.62  

Total returnd

    (20.77)%       21.70%       (11.54)%       9.92%       1.86%       0.37%  

Ratios to average net assetse

           

Expensesf

    1.57% g,h      1.54% g      1.54% g,h      1.54% g      1.56% g,h      1.55%  

Expenses incurred in connection with securities sold short

    —%       —%       —% i       —%       —%       —% i  

Net investment income

    0.71%       2.27%       1.88%       1.25%       2.92% c      1.43%  

Supplemental data

           

Net assets, end of period (000’s)

    $565       $733       $731       $821       $626       $997  

Portfolio turnover rate

    15.54%       12.16%       35.42%       17.33%       16.43%       32.59%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.17 per share related to a nonrecurring distribution. The amount, although initially recorded as dividend income, is subject to recharacterization once the issuer provides information regarding the actual composition of the distribution. Excluding this amount, the ratio of net investment income to average net assets would have been 2.00%.

dTotal return is not annualized for periods less than one year.

eRatios are annualized for periods less than one year.

fIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(d).

gBenefit of expense reduction rounds to less than 0.01%.

hBenefit of waiver and payments by affiliates rounds to less than 0.01%.

iRounds to less than 0.01%.

 

     
franklintempleton.com    The accompanying notes are an integral part of these financial statements.  |  Semiannual Report           

13


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual European Fund (continued)

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class R6

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $21.29       $17.87       $20.91       $19.19       $19.47       $20.85  

Income from investment operationsa:

            

Net investment incomeb

     0.12       0.69       0.56       0.41       0.66 c       0.46  

Net realized and unrealized gains (losses)

     (4.49     3.33       (2.85     1.62       (0.17     (0.28

Total from investment operations

     (4.37     4.02       (2.29     2.03       0.49       0.18  

Less distributions from:

            

Net investment income

           (0.60     (0.75     (0.31     (0.50     (0.49

Net realized gains

                             (0.27     (1.07

Total distributions

           (0.60     (0.75     (0.31     (0.77     (1.56

Net asset value, end of period

     $16.92       $21.29       $17.87       $20.91       $19.19       $19.47  

Total returnd

     (20.53)%       22.35%       (10.94)%       10.63%       2.53%       0.98%  

Ratios to average net assetse

            

Expenses before waiver and payments by affiliatesf

     0.98%       0.94%       0.92%       0.88%       0.89%       0.89%  

Expenses net of waiver and payments by affiliatesf

     0.95% g       0.93% g       0.91% g       0.88% g       0.89% g,h       0.89%  

Expenses incurred in connection with securities sold short

     —%       —%       —% i       —%       —%       —% i  

Net investment income

     1.33%       2.88%       2.51%       1.91%       3.59% c       2.09%  

Supplemental data

            

Net assets, end of period (000’s)

     $32,942       $44,561       $149,796       $294,660       $311,784       $373,904  

Portfolio turnover rate

     15.54%       12.16%       35.42%       17.33%       16.43%       32.59%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.17 per share related to a nonrecurring distribution. The amount, although initially recorded as dividend income, is subject to recharacterization once the issuer provides information regarding the actual composition of the distribution. Excluding this amount, the ratio of net investment income to average net assets would have been 2.67%.

dTotal return is not annualized for periods less than one year.

eRatios are annualized for periods less than one year.

fIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(d).

gBenefit of expense reduction rounds to less than 0.01%.

hBenefit of waiver and payments by affiliates rounds to less than 0.01%.

iRounds to less than 0.01%.

 

     

14

          Semiannual Report  |  The accompanying notes are an integral part of these financial statements.   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

    

 

Statement of Investments, June 30, 2020 (unaudited)

Franklin Mutual European Fund

 

      Country      Shares        Value  

Common Stocks 90.9%

          

Aerospace & Defense 2.2%

          

BAE Systems PLC

     United Kingdom        3,303,112        $   19,750,027  
          

 

 

 

Auto Components 3.5%

          

Cie Generale des Etablissements Michelin SCA

     France        294,547          30,698,796  
          

 

 

 

Banks 8.8%

          

 aAIB Group PLC

     Ireland        637,038          804,279  

CaixaBank SA

     Spain        5,720,550          12,236,814  

ING Groep NV

     Netherlands        3,424,039          23,866,522  

Standard Chartered PLC

     United Kingdom        3,913,575          21,213,828  

 aUniCredit SpA

     Italy        2,221,742          20,503,113  
          

 

 

 
             78,624,556  
          

 

 

 

Beverages 3.4%

          

Anheuser-Busch InBev SA/NV

     Belgium        368,823          18,180,036  

Diageo PLC

     United Kingdom        83,470          2,774,208  

Heineken NV

     Netherlands        98,897          9,116,939  
          

 

 

 
             30,071,183  
          

 

 

 

Chemicals 5.1%

          

BASF SE

     Germany        459,069          25,783,287  

Covestro AG

     Germany        522,678          19,906,115  
          

 

 

 
             45,689,402  
          

 

 

 

Commercial Services & Supplies 1.1%

          

G4S PLC

     United Kingdom        6,685,539          9,457,684  
          

 

 

 

Construction Materials 6.2%

          

HeidelbergCement AG

     Germany        389,156          20,830,343  

 aLafargeHolcim Ltd., B

     Switzerland        769,431          33,898,069  
          

 

 

 
             54,728,412  
          

 

 

 

Diversified Financial Services 1.0%

          

M&G PLC

     United Kingdom        4,238,725          8,801,121  
          

 

 

 

Diversified Telecommunication Services 4.2%

          

Deutsche Telekom AG

     Germany        402,179          6,747,657  

Hellenic Telecommunications Organization SA

     Greece            2,268,373          30,638,447  
          

 

 

 
             37,386,104  
          

 

 

 

Energy Equipment & Services 0.9%

          

Tenaris SA, ADR

     Italy        635,416          8,215,929  
          

 

 

 

Health Care Providers & Services 2.5%

          

 aFresenius SE and Co. KGaA

     Germany        456,222          22,673,517  
          

 

 

 

Hotels, Restaurants & Leisure 2.6%

          

 aAccor SA

     France        834,577          22,774,936  
          

 

 

 

Household Durables 2.5%

          

The Berkeley Group Holdings PLC

     United Kingdom        27,829          1,433,141  

Husqvarna AB, B

     Sweden        2,085,623          17,162,711  

 aPersimmon PLC

     United Kingdom        57,576          1,629,425  

Taylor Wimpey PLC

     United Kingdom        899,076          1,586,812  
          

 

 

 
             21,812,089  
          

 

 

 

 

     
franklintempleton.com    Semiannual Report           

15


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

      Country      Shares        Value  

Common Stocks (continued)

          

Household Products 2.6%

          

Reckitt Benckiser Group PLC

     United Kingdom        252,629        $ 23,240,520  
          

 

 

 

Industrial Conglomerates 1.9%

          

Siemens AG

     Germany        143,434          16,914,690  
          

 

 

 

Insurance 7.3%

          

ASR Nederland NV

     Netherlands        729,331          22,437,589  

Direct Line Insurance Group PLC

     United Kingdom        4,870,911          16,331,774  

NN Group NV

     Netherlands        779,270          26,187,193  
          

 

 

 
             64,956,556  
          

 

 

 

Machinery 5.7%

          

 aCNH Industrial NV

     United Kingdom        2,024,969          14,225,373  

 aCNH Industrial NV, special voting

     United Kingdom        833,461          5,855,049  

 aVossloh AG

     Germany        500,980          21,970,966  

Weir Group PLC

     United Kingdom        672,284          8,834,303  
          

 

 

 
             50,885,691  
          

 

 

 

Media 0.4%

          

Informa PLC

     United Kingdom        594,414          3,436,609  
          

 

 

 

Oil, Gas & Consumable Fuels 5.9%

          

BP PLC

     United Kingdom        5,861,577          22,455,034  

 aCairn Energy PLC

     United Kingdom            11,140,689          16,212,129  

Royal Dutch Shell PLC, A

     United Kingdom        890,580          14,258,734  
          

 

 

 
             52,925,897  
          

 

 

 

Pharmaceuticals 6.8%

          

GlaxoSmithKline PLC

     United Kingdom        1,458,174          29,453,457  

Novartis AG

     Switzerland        351,286          30,604,393  
          

 

 

 
             60,057,850  
          

 

 

 

Road & Rail 0.0%

          

a,b,c,dEuro Wagon LP

     Jersey Islands        16,127,149           
          

 

 

 

Software 2.4%

          

Avast PLC

     United Kingdom        3,251,987          21,253,677  
          

 

 

 

Specialty Retail 1.0%

          

 aDufry AG

     Switzerland        310,039          9,286,760  
          

 

 

 

Textiles, Apparel & Luxury Goods 1.9%

          

Cie Financiere Richemont SA

     Switzerland        267,925          17,281,247  
          

 

 

 

Tobacco 2.7%

          

British American Tobacco PLC

     United Kingdom        622,963          23,891,413  
          

 

 

 

Trading Companies & Distributors 5.8%

          

 aKloeckner & Co. SE

     Germany        3,031,653          16,614,182  

Rexel SA

     France        3,057,614          35,040,626  
          

 

 

 
             51,654,808  
          

 

 

 

Wireless Telecommunication Services 2.5%

          

Vodafone Group PLC

     United Kingdom        14,245,323          22,645,712  
          

 

 

 

Total Common Stocks (Cost $1,018,895,825)

             809,115,186  
          

 

 

 

 

     

16

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

      Country      Shares        Value  

Preferred Stocks 3.6%

          

Auto Components 0.8%

          

 eSchaeffler AG, 6.736%, pfd.

     Germany        886,950        $ 6,656,160  
          

 

 

 

Automobiles 2.8%

          

 aVolkswagen AG, pfd.

     Germany        165,211          25,109,840  
          

 

 

 

Total Preferred Stocks (Cost $33,618,385)

             31,766,000  
          

 

 

 

Total Investments before Short Term Investments
(Cost $1,052,514,210)

             840,881,186  
          

 

 

 
           

Principal

    Amount

          
     

 

 

      

Short Term Investments 4.0%

          

U.S. Government and Agency Securities 4.0%

          

 fFHLB, 7/01/20

     United States      $ 12,000,000          12,000,000  

 fU.S. Treasury Bill,

          

7/02/20

     United States        15,000,000          14,999,965  

g9/03/20 - 12/10/20

     United States        8,000,000          7,996,354  
          

 

 

 

Total U.S. Government and Agency Securities
(Cost $34,995,912)

             34,996,319  
          

 

 

 

Total Investments (Cost $1,087,510,122) 98.5%

             875,877,505  

Other Assets, less Liabilities 1.5%

             13,665,016  
          

 

 

 

Net Assets 100.0%

           $ 889,542,521  
          

 

 

 

 

aNon-income producing.

bSee Note 12 regarding holdings of 5% voting securities.

cFair valued using significant unobservable inputs. See Note 14 regarding fair value measurements.

dSee Note 10 regarding restricted securities.

eVariable rate security. The rate shown represents the yield at period end.

fThe security was issued on a discount basis with no stated coupon rate.

gA portion or all of the security has been segregated as collateral for open forward exchange contracts. At June 30, 2020, the aggregate value of these securities pledged amounted to $2,076,168, representing 0.2% of net assets.

 

     
franklintempleton.com    Semiannual Report           

17


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

At June 30, 2020, the Fund had the following futures contracts outstanding. See Note 1(c).

Futures Contracts

 

Description    Type     

Number of

Contracts

    

Notional 

Amount*

    

Expiration

Date

    

Value/

Unrealized

Appreciation

(Depreciation)

 

Currency Contracts

              

EUR/USD

     Short        1,599        $224,929,332        9/14/20        $1,483,684  

GBP/USD

     Short        1,585        122,807,781        9/14/20        3,392,979  
              

 

 

 

Total Futures Contracts

                     $4,876,663  
              

 

 

 

*As of period end.

At June 30, 2020, the Fund had the following forward exchange contracts outstanding. See Note 1(c).

Forward Exchange Contracts

 

Currency    Counterpartya    Type      Quantity     

Contract

Amount

    

Settlement

Date

    

Unrealized

Appreciation

     Unrealized
Depreciation
 

OTC Forward Exchange Contracts

                    

Euro

     BOFA        Buy        12,979,960      $ 14,552,804        7/15/20      $ 34,266      $  

Euro

     BOFA        Sell        6,903,172        7,635,592        7/15/20               (122,293

Euro

     BONY        Buy        13,810,512        15,373,279        7/15/20        147,175         

Euro

     HSBK        Buy        2,249,651        2,537,765        7/15/20               (9,576

Euro

     HSBK        Buy        14,413,613        16,066,672        7/15/20        131,556         

Euro

     HSBK        Sell        73,672,886        82,891,574        7/15/20        96,910         

Euro

     SSBT        Buy        2,864,322        3,245,628        7/15/20               (26,661

Euro

     SSBT        Sell        73,672,886        82,884,944        7/15/20        90,280         

Euro

     UBSW        Buy        403,749        454,000        7/15/20               (261

Euro

     UBSW        Buy        13,828,902        15,519,145        7/15/20        21,978         

Euro

     UBSW        Sell        6,713,338        7,427,301        7/15/20               (117,245

British Pound

     BOFA        Sell        2,005,492        2,425,703        7/16/20               (59,429

British Pound

     BONY        Sell        1,600,663        1,996,971        7/16/20        13,489         

British Pound

     HSBK        Buy        5,000,000        6,347,050        7/16/20               (151,235

British Pound

     HSBK        Sell        9,370,685        12,155,862        7/16/20        544,056         

British Pound

     SSBT        Sell        7,190,570        9,395,954        7/16/20        485,665         

British Pound

     UBSW        Sell        1,332,828        1,661,828        7/16/20        10,237         

British Pound

     BOFA        Buy        4,647,479        5,553,612        8/14/20        206,271         

British Pound

     BOFA        Buy        8,421,427        10,679,970        8/14/20               (242,821

British Pound

     BONY        Sell        343,351        421,642        8/14/20               (3,893

British Pound

     HSBK        Buy        5,552,452        6,825,074        8/14/20        56,392         

British Pound

     HSBK        Sell        40,040,937        52,150,317        8/14/20        2,525,332         

British Pound

     SSBT        Sell        936,303        1,103,246        8/14/20               (57,167

British Pound

     SSBT        Sell        40,040,937        52,158,125        8/14/20        2,533,140         

Swiss Franc

     UBSW        Sell        42,236,058        44,944,886        8/17/20        300,996         

Euro

     BOFA        Sell        3,672,036        4,028,184        8/18/20               (101,714

Euro

     BONY        Sell        8,547,459        9,315,362        8/18/20               (297,870

Euro

     HSBK        Sell        11,462,154        12,528,456        8/18/20               (362,902

Euro

     UBSW        Sell        10,201,284        11,156,156        8/18/20               (317,115

Swedish Krona

     SSBT        Sell        143,747,853        15,284,601        8/24/20               (150,612

 

     

18

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

Forward Exchange Contracts (continued)

 

Currency    Counterpartya    Type      Quantity      Contract
Amount
     Settlement
Date
     Unrealized
Appreciation
     Unrealized
Depreciation
 

OTC Forward Exchange Contracts (continued)

 

                 

Euro

     BOFA        Sell        5,290,117      $ 5,785,479        10/07/20      $      $ (171,306

Euro

     BONY        Sell        3,415,420        3,850,637        10/07/20        4,801         

Euro

     BONY        Sell        7,585,529        8,304,165        10/07/20               (237,304

Euro

     HSBK        Sell        1,140,865        1,297,871        10/07/20        13,232         

Euro

     HSBK        Sell        14,512,372        15,993,316        10/07/20               (347,926

Euro

     SSBT        Sell        524,740        568,251        10/07/20               (22,618

Euro

     SSBT        Sell        3,415,420        3,846,791        10/07/20        955         

Euro

     UBSW        Sell        4,528,259        5,112,159        10/07/20        13,242         

Euro

     UBSW        Sell        10,291,032        11,256,818        10/07/20               (331,104

British Pound

     SSBT        Sell        712,059        872,870        11/23/20               (10,202

British Pound

     UBSW        Sell        691,733        853,654        11/23/20               (4,211

British Pound

     UBSW        Sell        5,600,128        7,035,641        11/23/20        90,544         

Euro

     BOFA        Sell        648,542        727,282        11/23/20               (3,939

Euro

     HSBK        Sell        4,219,318        4,713,095        11/23/20               (44,116

Euro

     HSBK        Sell        9,052,623        10,235,265        11/23/20        28,588         

Euro

     SSBT        Sell        1,532,598        1,707,745        11/23/20               (20,233

Euro

     SSBT        Sell        3,332,864        3,777,869        11/23/20        20,121         

Euro

     UBSW        Sell        3,311,467        3,751,577        11/23/20        17,955         

Euro

     UBSW        Sell        31,916,518        35,093,052        11/23/20               (892,276
   

Total Forward Exchange Contracts

                  $ 7,387,181      $ (4,106,029

Net unrealized appreciation (depreciation)

 

               $ 3,281,152     

aMay be comprised of multiple contracts with the same counterparty, currency and settlement date.

 

See Note 11 regarding other derivative information.

See Abbreviations on page 38.

 

     
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19


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

 

Statement of Assets and Liabilities

June 30, 2020 (unaudited)

Franklin Mutual European Fund

 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

     $ 1,081,227,613  

Cost - Controlled affiliates (Note 3f and 12)

     6,282,509  
  

 

 

 

Value - Unaffiliated issuers

     $ 875,877,505  

Value - Controlled affiliates (Note 3f and 12)

      

Cash

     433,987  

Receivables:

  

Investment securities sold

     2,795,343  

Capital shares sold

     599,703  

Dividends.

     4,939,698  

European Union tax reclaims

     2,903,600  

Deposits with brokers for:

  

Futures contracts

     8,286,010  

Unrealized appreciation on OTC forward exchange contracts

     7,387,181  

Other assets

     559,686  
  

 

 

 

Total assets

     903,782,713  
  

 

 

 

Liabilities:

  

Payables:

  

Investment securities purchased

     6,744,945  

Capital shares redeemed

     956,629  

Management fees

     651,114  

Distribution fees

     106,834  

Transfer agent fees

     256,109  

Trustees’ fees and expenses

     146,648  

Variation margin on futures contracts

     1,049,975  

Unrealized depreciation on OTC forward exchange contracts

     4,106,029  

Accrued expenses and other liabilities.

     221,909  
  

 

 

 

Total liabilities

     14,240,192  
  

 

 

 

Net assets, at value

     $ 889,542,521  
  

 

 

 

Net assets consist of:

  

Paid-in capital

     $ 1,160,205,700  

Total distributable earnings (losses)

     (270,663,179
  

 

 

 

Net assets, at value

     $ 889,542,521  
  

 

 

 

 

     

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Assets and Liabilities (continued)

June 30, 2020 (unaudited)

 

Franklin Mutual European Fund

 

Class Z:

  

Net assets, at value

         $461,172,387  
  

 

 

 

Shares outstanding

     27,239,972  
  

 

 

 

Net asset value and maximum offering price per share

     $16.93  
  

 

 

 

Class A:

  

Net assets, at value

         $356,699,253  
  

 

 

 

Shares outstanding

     21,744,346  
  

 

 

 

Net asset value per sharea

     $16.40  
  

 

 

 

Maximum offering price per share (net asset value per share ÷ 94.50%)

     $17.35  
  

 

 

 

Class C:

  

Net assets, at value

         $ 38,163,916  
  

 

 

 

Shares outstanding

     2,305,404  
  

 

 

 

Net asset value and maximum offering price per sharea

     $16.55  
  

 

 

 

Class R:

  

Net assets, at value

         $     565,095  
  

 

 

 

Shares outstanding

     35,177  
  

 

 

 

Net asset value and maximum offering price per share

     $16.06  
  

 

 

 

Class R6:

  

Net assets, at value

         $ 32,941,870  
  

 

 

 

Shares outstanding

     1,946,463  
  

 

 

 

Net asset value and maximum offering price per share

     $16.92  
  

 

 

 

 

aRedemption price is equal to net asset value less contingent deferred sales charges, if applicable.

 

     
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21


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

 

Statement of Operations

for the six months ended June 30, 2020 (unaudited)

Franklin Mutual European Fund

 

Investment income:

  

Dividends:(net of foreign taxes)*

  

Unaffiliated issuers

       $ 11,589,577  

Interest:

  

Unaffiliated issuers

     240,855  

Income from securities loaned:

  

Unaffiliated entities (net of fees and rebates)

     12  
  

 

 

 

Total investment income

     11,830,444  
  

 

 

 

Expenses:

  

Management fees (Note 3a)

     4,535,351  

Distribution fees: (Note 3c)

  

Class A

     486,000  

Class C

     224,480  

Class R

     1,486  

Transfer agent fees: (Note 3e)

  

Class Z

     388,852  

Class A

     264,591  

Class C

     30,527  

Class R

     406  

Class R6

     8,783  

Custodian fees (Note 4)

     71,284  

Reports to shareholders

     55,138  

Registration and filing fees

     55,054  

Professional fees

     69,638  

Trustees’ fees and expenses

     51,618  

Other

     11,865  
  

 

 

 

Total expenses

     6,255,073  

Expense reductions (Note 4)

     (7,504

Expenses waived/paid by affiliates (Note 3f and 3g)

     (5,269
  

 

 

 

Net expenses

     6,242,300  
  

 

 

 

  Net investment income

     5,588,144  
  

 

 

 

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

 Investments:

  

 Unaffiliated issuers

     (90,935,481

 Foreign currency transactions

     (348,289

 Forward exchange contracts

     (3,909,279

 Futures contracts

     4,220,809  
  

 

 

 

Net realized gain (loss)

     (90,972,240
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

 Investments:

  

 Unaffiliated issuers

     (237,645,062

 Translation of other assets and liabilities denominated in foreign currencies

     (3,094

 Forward exchange contracts

     17,317,628  

 Futures contracts

     9,561,864  
  

 

 

 

Net change in unrealized appreciation (depreciation)

     (210,768,664
  

 

 

 

Net realized and unrealized gain (loss)

     (301,740,904
  

 

 

 

Net increase (decrease) in net assets resulting from operations

       $ (296,152,760
  

 

 

 

*Foreign taxes withheld on dividends

   $ 899,736  

 

     

22

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

 

Statements of Changes in Net Assets

Franklin Mutual European Fund

 

    

Six Months Ended

June 30, 2020

(unaudited)

   

Year Ended

December 31, 2019

 

 

 

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

     $     5,588,144       $     41,950,270  

Net realized gain (loss)

     (90,972,240     55,462,083  

Net change in unrealized appreciation (depreciation)

     (210,768,664     224,438,946  
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     (296,152,760     321,851,299  
  

 

 

 

Distributions to shareholders:

    

Class Z

           (20,967,947

Class A

           (12,671,231

Class C

           (972,882

Class R

           (16,815

Class R6

           (1,222,857
  

 

 

 

Total distributions to shareholders

           (35,851,732
  

 

 

 

Capital share transactions: (Note 2)

    

Class Z

     (154,719,559     (321,483,450

Class A

     (54,250,095     (150,432,479

Class C

     (10,969,736     (29,238,553

Class R

     (5,906     (117,087

Class R6

     (2,626,791     (127,323,705
  

 

 

 

Total capital share transactions

     (222,572,087     (628,595,274
  

 

 

 

Net increase (decrease) in net assets

     (518,724,847     (342,595,707

Net assets:

    

Beginning of period

     1,408,267,368       1,750,863,075  
  

 

 

 

End of period

     $  889,542,521       $1,408,267,368  
  

 

 

 

 

     
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23


FRANKLIN MUTUAL SERIES FUNDS

    

 

Notes to Financial Statements (unaudited)

Franklin Mutual European Fund

 

1. Organization and Significant Accounting Policies

Franklin Mutual Series Funds (Trust) is registered under the Investment Company Act of 1940 (1940 Act) as an open-end management investment company, consisting of six separate funds and applies the specialized accounting and reporting guidance in U.S. Generally Accepted Accounting Principles (U.S. GAAP). Franklin Mutual European Fund (Fund) is included in this report. The Fund offers five classes of shares: Class Z, Class A, Class C, Class R and Class R6. Class C shares automatically convert to Class A shares after they have been held for 10 years. Each class of shares may differ by its initial sales load, contingent deferred sales charges, voting rights on matters affecting a single class, its exchange privilege and fees due to differing arrangements for distribution and transfer agent fees.

The following summarizes the Fund’s significant accounting policies.

a. Financial Instrument Valuation

The Fund’s investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund calculates the net asset value (NAV) per share each business day as of 4 p.m. Eastern time or the regularly scheduled close of the New York Stock Exchange (NYSE), whichever is earlier. Under compliance policies and procedures approved by the Trust’s Board of Trustees (the Board), the Fund’s administrator has responsibility for oversight of valuation, including leading the cross-functional Valuation Committee (VC). The Fund may utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities and derivative financial instruments listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or as of 4 p.m. Eastern time. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at 4 p.m. Eastern time on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple

exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities.

Debt securities generally trade in the OTC market rather than on a securities exchange. The Fund’s pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, credit spreads, estimated default rates, anticipated market interest rate volatility, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value.

Investments in open-end mutual funds are valued at the closing NAV.

Certain derivative financial instruments trade in the OTC market. The Fund’s pricing services use various techniques including industry standard option pricing models and proprietary discounted cash flow models to determine the fair value of those instruments. The Fund’s net benefit or obligation under the derivative contract, as measured by the fair value of the contract, is included in net assets.

The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the Fund primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed.

 

 

     

24

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

Trading in securities on foreign securities stock exchanges and OTC markets may be completed before 4 p.m. Eastern time. In addition, trading in certain foreign markets may not take place on every Fund’s business day. Events can occur between the time at which trading in a foreign security is completed and 4 p.m. Eastern time that might call into question the reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between the value of the Fund’s portfolio securities as determined at the foreign market close and the latest indications of value at 4 p.m. Eastern time. In order to minimize the potential for these differences, an independent pricing service may be used to adjust the value of the Fund’s portfolio securities to the latest indications of fair value at 4 p.m. Eastern time. At June 30, 2020, certain securities may have been fair valued using these procedures, in which case the securities were categorized as Level 2 inputs within the fair value hierarchy. See the Fair Value Measurements note for more information.

When the last day of the reporting period is a non-business day, certain foreign markets may be open on those days that the Fund’s NAV is not calculated, which could result in differences between the value of the Fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.

b.  Foreign Currency Translation

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Portfolio securities and assets and liabilities denominated in foreign currencies contain risks that those currencies will decline in value relative to the U.S. dollar. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board.

The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments in the Statement of Operations.

Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.

c.  Derivative Financial Instruments

The Fund invested in derivative financial instruments in order to manage risk or gain exposure to various other investments or markets. Derivatives are financial contracts based on an underlying or notional amount, require no initial investment or an initial net investment that is smaller than would normally be required to have a similar response to changes in market factors, and require or permit net settlement. Derivatives contain various risks including the potential inability of the counterparty to fulfill their obligations under the terms of the contract, the potential for an illiquid secondary market, and/or the potential for market movements which expose the Fund to gains or losses in excess of the amounts shown in the Statement of Assets and Liabilities. Realized gain and loss and unrealized appreciation and depreciation on these contracts for the period are included in the Statement of Operations.

Derivative counterparty credit risk is managed through a formal evaluation of the creditworthiness of all potential counterparties. The Fund attempts to reduce its exposure to counterparty credit risk on OTC derivatives, whenever possible, by entering into International Swaps and Derivatives Association (ISDA) master agreements with certain counterparties. These agreements contain various provisions, including but not limited to collateral requirements, events of default, or early termination. Termination events applicable to the counterparty include certain deteriorations in the credit quality of the counterparty. Termination events applicable to the Fund include failure of the Fund to maintain certain net asset levels and/or limit the decline in net assets over various

 

 

     
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25


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

1. Organization and Significant Accounting Policies (continued)

c.  Derivative Financial Instruments (continued)

periods of time. In the event of default or early termination, the ISDA master agreement gives the non-defaulting party the right to net and close-out all transactions traded, whether or not arising under the ISDA agreement, to one net amount payable by one counterparty to the other. However, absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities. Early termination by the counterparty may result in an immediate payment by the Fund of any net liability owed to that counterparty under the ISDA agreement.

Collateral requirements differ by type of derivative. Collateral or initial margin requirements are set by the broker or exchange clearing house for exchange traded and centrally cleared derivatives. Initial margin deposited is held at the exchange and can be in the form of cash and/or securities. For OTC derivatives traded under an ISDA master agreement, posting of collateral is required by either the Fund or the applicable counterparty if the total net exposure of all OTC derivatives with the applicable counterparty exceeds the minimum transfer amount, which typically ranges from $100,000 to $250,000, and can vary depending on the counterparty and the type of the agreement. Generally, collateral is determined at the close of Fund business each day and any additional collateral required due to changes in derivative values may be delivered by the Fund or the counterparty the next business day, or within a few business days. Collateral pledged and/or received by the Fund for OTC derivatives, if any, is held in segregated accounts with the Fund’s custodian/counterparty broker and can be in the form of cash and/or securities. Unrestricted cash may be invested according to the Fund’s investment objectives. To the extent that the amounts due to the Fund from its counterparties are not subject to collateralization or are not fully collateralized, the Fund bears the risk of loss from counterparty non-performance.

The Fund entered into exchange traded futures contracts primarily to manage exposure to certain foreign currencies. A futures contract is an agreement between the Fund and a counterparty to buy or sell an asset at a specified price on a future date. Required initial margins are pledged by the Fund,

and the daily change in fair value is accounted for as a variation margin payable or receivable in the Statement of Assets and Liabilities.

The Fund entered into OTC forward exchange contracts primarily to manage exposure to certain foreign currencies. A forward exchange contract is an agreement between the Fund and a counterparty to buy or sell a foreign currency at a specific exchange rate on a future date.

See Note 11 regarding other derivative information.

d.  Securities Sold Short

The Fund is engaged in selling securities short, which obligates the Fund to replace a borrowed security with the same security at current fair value. The Fund incurs a loss if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund realizes a gain if the price of the security declines between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are potentially unlimited in size.

The Fund is required to establish a margin account with the broker lending the security sold short. While the short sale is outstanding, the broker retains the proceeds of the short sale to the extent necessary to meet margin requirements until the short position is closed out. A deposit must also be maintained with the Fund’s custodian/counterparty broker consisting of cash and/or securities having a value equal to a specified percentage of the value of the securities sold short. The Fund is obligated to pay fees for borrowing the securities sold short and is required to pay the counterparty any dividends and/or interest due on securities sold short. Such dividends and/or interest and any security borrowing fees are recorded as an expense to the Fund. At June 30, 2020, the Fund had no securities sold short.

e.  Securities Lending

The Fund participates in an agency based securities lending program to earn additional income. The Fund receives cash collateral against the loaned securities in an amount equal to at least 102% of the fair value of the loaned securities. Collateral is maintained over the life of the loan in an amount not less than 100% of the fair value of loaned securities, as determined at the close of Fund business each day; any additional collateral required due to changes in security values is delivered to the Fund on the next business day. The

 

 

     

26

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

collateral is deposited into a joint cash account with other funds and is used to invest in a money market fund managed by Franklin Advisers, Inc., an affiliate of the Fund, and/or a joint repurchase agreement. The Fund may receive income from the investment of cash collateral, in addition to lending fees and rebates paid by the borrower. Income from securities loaned, net of fees paid to the securities lending agent and/or third-party vendor, is reported separately in the Statement of Operations. The Fund bears the market risk with respect to the collateral investment, securities loaned, and the risk that the agent may default on its obligations to the Fund. If the borrower defaults on its obligation to return the securities loaned, the Fund has the right to repurchase the securities in the open market using the collateral received. The securities lending agent has agreed to indemnify the Fund in the event of default by a third party borrower. At June 30, 2020, the Fund had no securities on loan.

f.  Income and Deferred Taxes

It is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code. The Fund intends to distribute to shareholders substantially all of its taxable income and net realized gains to relieve it from federal income and excise taxes. As a result, no provision for U.S. federal income taxes is required.

The Fund may be subject to foreign taxation related to income received, capital gains on the sale of securities and certain foreign currency transactions in the foreign jurisdictions in which it invests. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. When a capital gain tax is determined to apply, the Fund records an estimated deferred tax liability in an amount that would be payable if the securities were disposed of on the valuation date.

As a result of several court cases, in certain countries across the European Union, the Fund filed additional tax reclaims for previously withheld taxes on dividends earned in those countries (EU reclaims). These additional filings are subject to various administrative proceedings by the local jurisdictions’ tax authorities within the European Union, as well as a number of related judicial proceedings. Income recognized, if any, for EU reclaims is reflected as other income in the Statement of Operations and any related receivable, if any, is reflected as European Union tax reclaims in the Statement of Assets and Liabilities. When uncertainty

exists as to the ultimate resolution of these proceedings, the likelihood of receipt of these EU reclaims, and the potential timing of payment, no amounts are reflected in the financial statements. For U.S. income tax purposes, EU reclaims received by the Fund, if any, reduce the amounts of foreign taxes Fund shareholders can use as tax credits in their individual income tax returns.

The Fund may recognize an income tax liability related to its uncertain tax positions under U.S. GAAP when the uncertain tax position has a less than 50% probability that it will be sustained upon examination by the tax authorities based on its technical merits. As of June 30, 2020, the Fund has determined that no tax liability is required in its financial statements related to uncertain tax positions for any open tax years (or expected to be taken in future tax years). Open tax years are those that remain subject to examination and are based on the statute of limitations in each jurisdiction in which the Fund invests.

g.  Security Transactions, Investment Income, Expenses and Distributions

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income and dividends declared on securities sold short are recorded on the ex-dividend date except for certain dividends from securities where the dividend rate is not available. In such cases, the dividend is recorded as soon as the information is received by the Fund. Distributions to shareholders are recorded on the ex-dividend date. Distributable earnings are determined according to income tax regulations (tax basis) and may differ from earnings recorded in accordance with U.S. GAAP. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods.

Common expenses incurred by the Trust are allocated among the Funds based on the ratio of net assets of each Fund to the combined net assets of the Trust or based on the ratio of

 

 

     
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27


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

1. Organization and Significant Accounting Policies (continued)

g.  Security Transactions, Investment Income, Expenses and Distributions (continued)

number of shareholders of each Fund to the combined number of shareholders of the Trust. Fund specific expenses are charged directly to the Fund that incurred the expense.

Realized and unrealized gains and losses and net investment income, excluding class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions by class are generally due to differences in class specific expenses.

h.  Accounting Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

i.  Guarantees and Indemnifications

Under the Trust’s organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust, on behalf of the Fund, enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote.

 

 

2. Shares of Beneficial Interest

At June 30, 2020, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

    

Six Months Ended

June 30, 2020

    

Year Ended

December 31, 2019

 
      Shares      Amount      Shares      Amount  

Class Z Shares:

           

Shares sold

     2,403,152      $ 41,251,208        4,771,932      $ 94,210,649  

Shares issued in reinvestment of distributions

                   916,245        19,535,245  

Shares redeemed

     (12,196,459      (195,970,767      (22,203,969      (435,229,344

Net increase (decrease)

     (9,793,307    $ (154,719,559      (16,515,792    $ (321,483,450

Class A Shares:

           

Shares solda

     2,209,627      $ 33,489,244        3,580,834      $ 69,916,200  

Shares issued in reinvestment of distributions

                   473,589        9,797,244  

Shares redeemed

     (5,247,013      (87,739,339      (11,746,709      (230,145,923

Net increase (decrease)

     (3,037,386    $ (54,250,095      (7,692,286    $ (150,432,479

Class C Shares:

           

Shares sold

     60,447      $ 1,044,751        149,698      $ 2,911,176  

Shares issued in reinvestment of distributions

                   44,429        929,543  

Shares redeemeda

     (704,316      (12,014,487      (1,694,293      (33,079,272

Net increase (decrease)

     (643,869    $ (10,969,736      (1,500,166    $ (29,238,553

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

    

Six Months Ended

June 30, 2020

 

    

Year Ended

December 31, 2019

 

 
      Shares      Amount      Shares      Amount  

Class R Shares:

           

Shares sold

     3,942        $            73,580        6,114        $          118,329  

Shares issued in reinvestment of distributions

                   829        16,815  

Shares redeemed

     (4,958      (79,486      (13,638      (252,231

Net increase (decrease)

     (1,016      $            (5,906      (6,695      $        (117,087

Class R6 Shares:

           

Shares sold

     247,341        $      4,094,318        354,277        $      7,045,227  

Shares issued in reinvestment of distributions

                   13,656        290,912  

Shares redeemed

             (394,414      (6,721,109      (6,655,454      (134,659,844

Net increase (decrease)

     (147,073      $     (2,626,791      (6,287,521      $(127,323,705

aMay include a portion of Class C shares that were automatically converted to Class A.

3. Transactions with Affiliates

Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:

 

Subsidiary      Affiliation

Franklin Mutual Advisers, LLC (Franklin Mutual)

     Investment manager

Franklin Templeton Services, LLC (FT Services)

     Administrative manager    

Franklin Templeton Distributors, Inc. (Distributors)

     Principal underwriter

Franklin Templeton Investor Services, LLC (Investor Services)

     Transfer agent

a.  Management Fees

The Fund pays an investment management fee to Franklin Mutual based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets

0.875%

   Up to and including $1 billion

0.845%

   Over $1 billion, up to and including $2 billion

0.825%

   Over $2 billion, up to and including $5 billion

0.805%

   In excess of $5 billion

b.  Administrative Fees

Under an agreement with Franklin Mutual, FT Services provides administrative services to the Fund. The fee is paid by Franklin Mutual based on the Fund’s average daily net assets, and is not an additional expense of the Fund.

c.  Distribution Fees

The Board has adopted distribution plans for each share class, with the exception of Class Z and Class R6 shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s Class A reimbursement distribution plan, the Fund reimburses Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

3. Transactions with Affiliates (continued)

c. Distribution Fees (continued)

rate. Under the Class A reimbursement distribution plan, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. In addition, under the Fund’s Class C and R compensation distribution plans, the Fund pays Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate for each class. The plan year, for purposes of monitoring compliance with the maximum annual plan rates, is February 1 through January 31.

The maximum annual plan rates, based on the average daily net assets, for each class, are as follows:

 

Class A

     0.35

Class C

     1.00

Class R

     0.50

The Board has set the current rate at 0.25% per year for Class A shares until further notice and approval by the Board.

d. Sales Charges/Underwriting Agreements

Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. These charges are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. Distributors has advised the Fund of the following commission transactions related to the sales and redemptions of the Fund’s shares for the period:

 

Sales charges retained net of commissions paid to unaffiliated
brokers/dealers

   $ 5,392  

CDSC retained

   $ 2,034  

e. Transfer Agent Fees

Each class of shares pays transfer agent fees to Investor Services for its performance of shareholder servicing obligations. The fees are based on an annualized asset based fee of 0.02% plus a transaction based fee. In addition, each class reimburses Investor Services for out of pocket expenses incurred and, except for Class R6, reimburses shareholder servicing fees paid to third parties. These fees are allocated daily based upon their relative proportion of such classes’ aggregate net assets. Class R6 pays Investor Services transfer agent fees specific to that class.

For the period ended June 30, 2020, the Fund paid transfer agent fees of $693,159, of which $249,564 was retained by Investor Services.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

f. Investments in Affiliated Management Investment Companies

The Fund invests in one or more affiliated management investment companies for purposes other than exercising a controlling influence over the management or policies. Management fees paid by the Fund are waived on assets invested in the affiliated management investment companies, as noted in the Statement of Operations, in an amount not to exceed the management and administrative fees paid directly or indirectly by each affiliate. During the period ended June 30, 2020, the Fund held investments in affiliated management investment companies as follows:

 

    

Value at

Beginning

of Period

    Purchases     Sales     Realized
Gain (Loss)
   

Net Change in

Unrealized

Appreciation

(Depreciation)

   

Value at

End of

Period

   

Number of

Shares

Held at End

of Period

   

Income from

securities

loaned

 

Non-Controlled Affiliates

               

Institutional Fiduciary Trust Money Market Portfolio, 0.00%

    $—       $180,000       $ (180,000)      $—       $—       $— a            $—  

aAs of June 30, 2020, no longer held by the Fund.

g. Waiver and Expense Reimbursements

Investor Services has contractually agreed in advance to waive or limit its fees so that the Class R6 transfer agent fees do not exceed 0.02% based on the average net assets of the class until April 30, 2021.

4. Expense Offset Arrangement

The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s custodian expenses. During the period ended June 30, 2020, the custodian fees were reduced as noted in the Statement of Operations.

5. Independent Trustees’ Retirement Plan

On January 1, 1993, the Trust adopted an Independent Trustees’ Retirement Plan (Plan). The Plan is an unfunded defined benefit plan that provides benefit payments to Trustees whose length of service and retirement age meets the eligibility requirements of the Plan. Benefits under the Plan are based on years of service and fees paid to each trustee at the time of retirement. Effective in December 1996, the Plan was closed to new participants.

During the period ended June 30, 2020, the Fund’s projected benefit obligation and benefit payments under the Plan were as follows:

 

aProjected benefit obligation at June 30, 2020

   $ 140,301  

bIncrease in projected benefit obligation

   $ 5,781  

Benefit payments made to retired trustees

   $ (726

aThe projected benefit obligation is included in trustees’ fees and expenses in the Statement of Assets and Liabilities.

b The increase in projected benefit obligation is included in trustees’ fees and expenses in the Statement of Operations.

6. Income Taxes

For tax purposes, capital losses may be carried over to offset future capital gains.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

6. Income Taxes (continued)

At December 31, 2019, the capital loss carryforwards were as follows:

 

Capital loss carryforwards not subject to expiration:

  

Short term

   $ 11,726,704  

At June 30, 2020, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:

 

Cost of investments

     $ 1,066,997,102  
  

 

 

 

Unrealized appreciation

     $ 98,271,608  

Unrealized depreciation

     (281,225,525
  

 

 

 

Net unrealized appreciation (depreciation)

     $ (182,953,917
  

 

 

 

Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatment of foreign currency transactions.

7. Investment Transactions

Purchases and sales of investments (excluding short term securities) for the period ended June 30, 2020, aggregated $155,793,582 and $332,198,914, respectively.

8. Concentration of Risk

Investing in foreign securities may include certain risks and considerations not typically associated with investing in U.S. securities, such as fluctuating currency values and changing local, regional and global economic, political and social conditions, which may result in greater market volatility. Current political and financial uncertainty surrounding the European Union may increase market volatility and the economic risk of investing in securities in Europe. In addition, certain foreign securities may not be as liquid as U.S. securities.

9. Novel Coronavirus Pandemic

The global outbreak of the novel coronavirus disease, known as COVID-19, has caused adverse effects on many companies, sectors, nations, regions and the markets in general, and may continue for an unpredictable duration. The effects of this pandemic may materially impact the value and performance of the Fund, its ability to buy and sell fund investments at appropriate valuations and its ability to achieve its investment objectives.

10. Restricted Securities

The Fund invests in securities that are restricted under the Securities Act of 1933 (1933 Act). Restricted securities are often purchased in private placement transactions, and cannot be sold without prior registration unless the sale is pursuant to an exemption under the 1933 Act. Disposal of these securities may require greater effort and expense, and prompt sale at an acceptable price may be difficult. The Fund may have registration rights for restricted securities. The issuer generally incurs all registration costs.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

At June 30, 2020, investments in restricted securities, excluding securities exempt from registration under the 1933 Act, were as follows:

 

Shares    Issuer   

Acquisition

Date

     Cost      Value  

16,127,149

   Euro Wagon LP (Value is —% of Net Assets)      12/08/05 - 1/02/08      $ 6,282,509      $  

11. Other Derivative Information

At June 30, 2020, investments in derivative contracts are reflected in the Statement of Assets and Liabilities as follows:

 

    

Asset Derivatives

        

Liability Derivatives

Derivative Contracts  

Not Accounted for as  

Hedging Instruments  

  

Statement of

Assets and Liabilities

Location

   Fair Value          

Statement of

Assets and Liabilities

Location

   Fair Value

Foreign exchange contracts

  

Variation margin on futures contracts

   $ 4,876,663 a       

Variation margin on futures contracts

   $              —
  

Unrealized appreciation on OTC forward exchange contracts

     7,387,181       

Unrealized depreciation on OTC forward exchange contracts

   4,106,029
     

 

 

         

 

Totals

      $ 12,263,844           $4,106,029
     

 

 

         

 

aThis amount reflects the cumulative appreciation (depreciation) of futures contracts as reported in the Statement of Investments. Only the variation margin receivable/ payable at period end is separately reported within the Statement of Assets and Liabilities. Prior variation margin movements were recorded to cash upon receipt or payment.

For the period ended June 30, 2020, the effect of derivative contracts in the Statement of Operations was as follows:

 

Derivative Contracts

Not Accounted for as

Hedging Instruments

  

Statement of

Operations Location

 

Net Realized

Gain (Loss) for

the Period

         

Statement of

Operations Location

 

Net Change in

Unrealized

Appreciation

(Depreciation)

for the Period

 
   Net realized gain (loss) from:       

Net change in unrealized appreciation (depreciation) on:

 

Foreign exchange contracts

   Forward exchange contracts   $ (3,909,279      Forward exchange contracts   $ 17,317,628  
   Futures contracts     4,220,809        Futures contracts     9,561,864  
   

Totals

     $ 311,530          $ 26,879,492  

For the period ended June 30, 2020, the average month end notional amount of futures contracts represented $410,267,448.

The average month end contract value of forward exchange contracts was $776,954,257.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

11. Other Derivative Information (continued)

At June 30, 2020, OTC derivative assets and liabilities are as follows:

 

    

Gross Amounts of

Assets and Liabilities Presented

in the Statement of Assets and Liabilities

 
      Assetsa      Liabilitiesa  

Derivatives

     

Forward exchange contracts

     $7,387,181        $4,106,029  

aAbsent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.

At June 30, 2020, OTC derivative assets, which may be offset against OTC derivative liabilities and collateral received from the counterparty, are as follows:

 

            Amounts Not Offset in the
Statement of Assets and Liabilities
      
     

Gross

Amounts of

Assets Presented in

the Statement of

Assets and Liabilities

    

Financial

Instruments

Available for

Offset

   

Financial

Instruments

Collateral

Receiveda,b

   

Cash

Collateral

Received

    

Net Amount  

(Not less  

than zero)  

Counterparty

            

BOFA

     $    240,537        $(240,537     $                —       $    —        $    —  

BONY

     165,465        (165,465                   

HSBK

     3,396,066        (915,755     (2,480,311             

SSBT

     3,130,161        (287,493     (2,842,668             

UBSW

     454,952        (454,952                   

Total

     $7,387,181        $(2,064,202     $(5,322,979     $    —        $    —  

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

At June 30, 2020, OTC derivative liabilities, which may be offset against OTC derivative assets and collateral pledged to the counterparty, are as follows:

 

            Amounts Not Offset in the
    Statement of Assets and Liabilities    
        
     

Gross

Amounts of

Liabilities Presented in

the Statement of

Assets and Liabilities

    

Financial

Instruments

Available for

Offset

    

Financial

Instruments

Collateral

Pledgedb,c

    

Cash

Collateral

Pledged

    

Net Amount 

(Not less 

than zero) 

 

Counterparty

                    

BOFA

     $   701,502        $   (240,537      $   (460,965      $    —        $      —   

BONY

     539,067        (165,465      (368,916             4,686   

HSBK

     915,755        (915,755                    —   

SSBT

     287,493        (287,493                    —   

UBSW

     1,662,212        (454,952      (1,132,557             74,703   
  

 

 

 

Total

                 $4,106,029        $(2,064,202      $(1,962,438      $    —        $79,389   
  

 

 

 

aAt June 30, 2020 the Fund received U.K. Treasury Bonds and U.S. Treasury Bills, Bonds and Notes as collateral for derivatives.

bIn some instances, the collateral amounts disclosed in the table above were adjusted due to the requirement to limit the collateral amounts to avoid the effect of overcollateralization. Actual collateral received and/or pledged may be more than the amounts disclosed herein.

cSee the accompanying Statement of Investments for securities pledged as collateral for derivatives.

See Note 1(c) regarding derivative financial instruments.

See Abbreviations on page 38.

12. Holdings of 5% Voting Securities of Portfolio Companies

The 1940 Act defines ‘‘affiliated companies’’ to include investments in portfolio companies in which a fund owns 5% or more of the outstanding voting securities. During the period ended June 30, 2020, investments in “affiliated companies” were as follows:

 

Name of Issuer  

Value at

Beginning

of Period

    Purchases     Sales    

Realized

Gain (Loss)

   

Net Change in

Unrealized
Appreciation
(Depreciation)

   

Value at

End of

Period

   

Number of Shares

Held at End

of Period

    Dividend
Income
 

Controlled Affiliatesa

               

Euro Wagon LP (Value is —% of Net Assets)

    $ —       $ —       $ —       $ —       $ —       $ —       16,127,149       $ —  
 

 

 

     

 

 

 

aIssuer in which the Fund owns 25% or more of the outstanding voting securities.

13. Credit Facility

The Fund, together with other U.S. registered and foreign investment funds (collectively, Borrowers), managed by Franklin Templeton, are borrowers in a joint syndicated senior unsecured credit facility totaling $2 billion (Global Credit Facility) which matures on February 5, 2021. This Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests.

 

     
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35


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

13. Credit Facility (continued)

Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee of 0.15% based upon the unused portion of the Global Credit Facility. These fees are reflected in other expenses in the Statement of Operations. During the period ended June 30, 2020, the Fund did not use the Global Credit Facility.

14. Fair Value Measurements

The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s financial instruments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical financial instruments

 

   

Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.)

 

   

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of financial instruments)

The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

A summary of inputs used as of June 30, 2020, in valuing the Fund’s assets and liabilities carried at fair value, is as follows:

 

      Level 1          Level 2          Level 3         Total  

Assets:

          

Investments in Securities:a

          

Equity Investments:b

          

Aerospace & Defense

       $      $ 19,750,027      $             —     $ 19,750,027  

Auto Components

            37,354,956              37,354,956  

Automobiles

            25,109,840              25,109,840  

Banks

            78,624,556              78,624,556  

Beverages

     9,116,939        20,954,244              30,071,183  

Chemicals

            45,689,402              45,689,402  

Commercial Services & Supplies

            9,457,684              9,457,684  

Construction Materials

            54,728,412              54,728,412  

Diversified Financial Services

            8,801,121              8,801,121  

Diversified Telecommunication Services

            37,386,104              37,386,104  

Health Care Providers & Services

            22,673,517              22,673,517  

Hotels, Restaurants & Leisure

            22,774,936              22,774,936  

Household Durables

            21,812,089              21,812,089  

Household Products

            23,240,520              23,240,520  

Industrial Conglomerates

            16,914,690              16,914,690  

Insurance

            64,956,556              64,956,556  

Machinery

            50,885,691              50,885,691  

Media

            3,436,609              3,436,609  

Oil, Gas & Consumable Fuels

            52,925,897              52,925,897  

Pharmaceuticals

            60,057,850              60,057,850  

Software

            21,253,677              21,253,677  

Specialty Retail

            9,286,760              9,286,760  

Textiles, Apparel & Luxury Goods

            17,281,247              17,281,247  

Tobacco

            23,891,413              23,891,413  

Trading Companies & Distributors

            51,654,808              51,654,808  

Wireless Telecommunication Services

            22,645,712              22,645,712  

All Other Equity Investments

     8,215,929               c       8,215,929  

Short Term Investments

     22,996,319        12,000,000              34,996,319  
  

 

 

 

Total Investments in Securities

       $       40,329,187      $     835,548,318      $     $     875,877,505  
  

 

 

 

Other Financial Instruments:

          

Futures Contracts

       $ 4,876,663      $      $     $ 4,876,663  

Forward Exchange Contracts

            7,387,181              7,387,181  
  

 

 

 

Total Other Financial Instruments

       $ 4,876,663      $ 7,387,181      $     $ 12,263,844  
  

 

 

 

Liabilities:

          

Other Financial Instruments:

          

Forward Exchange Contracts

       $      $ 4,106,029      $     $ 4,106,029  
  

 

 

 

aFor detailed categories, see the accompanying Statement of Investments.

bIncludes common and preferred stocks.

cIncludes securities determined to have no value at June 30, 2020.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual European Fund (continued)

 

14. Fair Value Measurements (continued)

A reconciliation in which Level 3 inputs are used in determining fair value is presented when there are significant Level 3 assets and/or liabilities at the beginning and/or end of the period.

15. New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in the ASU provides optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other interbank-offered based reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying this ASU.

16. Subsequent Events

The Fund has evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure.

Abbreviations

 

Counterparty       Currency   Selected Portfolio

BOFA

    Bank of America Corp.       EUR     Euro   ADR     American Depositary Receipt

BONY

    The Bank of New York Mellon Corp.       GBP     British Pound   FHLB     Federal Home Loan Bank

HSBK

    HSBC Bank PLC       USD     United States Dollar    

SSBT

    State Street Bank and Trust Co., N.A.             

UBSW

    UBS AG        

 

     

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Shareholder Information

 

Board Approval of Investment

Management Agreements

FRANKLIN MUTUAL SERIES FUNDS

Franklin Mutual European Fund

(Fund)

The Board of Trustees (Board), including a majority of trustees that are not “interested persons” as such term is defined in section 2(a)(19) of the Investment Company Act of 1940 (hereinafter referred to as “independent trustees”), at a meeting held on May 14, 2020, unanimously approved the renewal of the Fund’s investment management agreement. Prior to a meeting of all of the trustees for the purpose of considering such renewal, the independent trustees participated in two other meetings held in connection with the renewal process. Throughout the process, the independent trustees received assistance and advice from and met separately with independent counsel. The independent trustees met with and interviewed officers of the investment manager (including portfolio managers), the transfer agent and shareholder services group and the distributor. In approving the renewal of the investment management agreement for the Fund, the Board, including the independent trustees, determined that the investment management fee structure was fair and reasonable and that continuance of the agreement was in the best interests of the Fund and its shareholders.

In reaching their decision on the investment management agreement, the trustees took into account information furnished throughout the year at regular Board meetings, as well as information specifically requested and furnished for the renewal process, which culminated in the meetings referred to above for the specific purpose of considering such agreement. Information furnished throughout the year included, among others, reports on the Fund’s investment performance, expenses, portfolio composition, portfolio brokerage execution, client commission arrangements, derivatives, securities lending, asset segregation, portfolio turnover, Rule 12b-1 plan, distribution, shareholder servicing, legal and compliance matters, pricing of securities, sales and redemptions, and marketing support payments made to financial intermediaries, as well as a third-party survey of transfer agent fees charged to funds within the Franklin Templeton Investments (FT) complex in comparison with those charged to other fund complexes deemed comparable. Also, related financial statements and other information about the scope and quality of services provided by the investment manager and its affiliates and enhancements to

such services over the past year were provided. In addition, the trustees received periodic reports throughout the year and during the renewal process relating to compliance with the Fund’s investment policies and restrictions. During the renewal process, the independent trustees considered the investment manager’s methods of operation within the Franklin Templeton group and its activities on behalf of other clients. The Board also noted that it received an annual report on all payments made by FT or the Fund to financial intermediaries engaged in the sale of Fund shares, as well as a memorandum relating to third-party servicing arrangements in response to a Guidance Update from the U.S. Securities and Exchange Commission (SEC) relating to mutual fund distribution and sub-accounting fees.

The information obtained by the trustees during the renewal process also included a special report prepared by Broadridge Financial Solutions, Inc., an independent third-party analyst that utilizes data from Lipper, Inc. (“Lipper”), comparing the Fund’s investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper (Broadridge Section 15(c) Report). The trustees reviewed the Broadridge Section 15(c) Report and its usefulness in the renewal process with respect to matters such as comparative fees, expenses, expense ratios, performance and volatility. They concluded that the report continues to be a reliable resource in the performance of their duties.

In addition, the trustees received a Profitability Study (Profitability Study) prepared by management discussing the profitability to FT from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Over the past year, the Board and counsel to the independent trustees continued to receive reports on management’s handling of recent regulatory inquiries and pending legal actions against the investment manager and its affiliates. The independent trustees were satisfied with the actions taken to date by management in response to such regulatory and legal matters.

The trustees reviewed the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of the investment manager. As part of this review, particular attention was given to management’s diligent risk management program, including continual monitoring and management of cybersecurity, liquidity and counterparty credit risk, and attention given to derivatives and other complex instruments that are held and expected to be held by the Fund and how such instruments

 

 

     
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are used to carry out the Fund’s investment goal(s). The Board also took into account, among other things, management’s efforts in establishing a global credit facility for the benefit of the Fund and other accounts managed by FT to provide a source of cash for temporary and emergency purposes or to meet unusual redemption requests as well as the strong financial position of the investment manager’s parent company and its commitment to the mutual fund business. The Board noted management’s continuing efforts and expenditures in establishing effective business continuity plans and developing strategies to address areas of heightened concern in the mutual fund industry, such as cybersecurity and liquidity risk management. The Board also recognized management’s commitment to facilitating Board oversight of particular areas, including derivatives and payments to intermediaries, by enhanced reporting.

In addition to the above and other matters considered by the trustees throughout the course of the year, the following discussion relates to certain primary factors relevant to the Board’s decision. This discussion of the information and factors considered by the Board (including the information and factors discussed above) is not intended to be exhaustive, but rather summarizes certain factors considered by the Board. In view of the wide variety of factors considered, the Board did not, unless otherwise noted, find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual trustees may have assigned different weights to various factors.

NATURE, EXTENT AND QUALITY OF SERVICES. The trustees reviewed the nature, extent and quality of the services provided, and to be provided, by the investment manager. The trustees cited the investment manager’s ability to implement the Fund’s disciplined value investment approach and its long-term relationship with the Fund as reasons that shareholders choose to invest, and remain invested, in the Fund. The trustees reviewed the Fund’s portfolio management team, including its performance, staffing, skills and compensation program. With respect to portfolio manager compensation, management assured the trustees that the Fund’s long-term performance is a significant component of incentive-based compensation and noted that a portion of a portfolio manager’s incentive-based compensation is paid in shares of pre-designated funds from the portfolio manager’s fund management area. The trustees noted that the portfolio manager compensation program aligned the interests of the portfolio managers with that of shareholders of the Fund. The trustees discussed with management various other products, portfolios and entities

that are advised by the investment manager and the allocation of assets and expenses among and within them, as well as their relative fees and reasons for differences with respect thereto and any potential conflicts. During regular Board meetings and the aforementioned meetings of the independent trustees, the trustees received reports and presentations on the investment manager’s best execution trading policies. The trustees considered periodic reports provided to them showing that the investment manager complied with the investment policies and restrictions of the Fund as well as other reports periodically furnished to the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics covering the investment management personnel, the adherence to fair value pricing procedures established by the Board and the accuracy of net asset value calculations. The Board noted the extent of the benefits provided to Fund shareholders from being part of the Franklin Templeton group of funds, including the right to exchange investments between funds (same class) without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings of other funds to obtain reduced sales charges. The Board considered the investment manager’s significant efforts in developing and implementing compliance procedures established in accordance with SEC and other requirements.

The Board considered the nature, extent and quality of the services to be provided under the Fund’s other service agreements to determine that, on an overall basis, Fund shareholders were well served. In this connection, the Board also took into account transfer agent and shareholder services provided to Fund shareholders by an affiliate of the investment manager, noting continuing expenditures by management to increase and improve the scope of such services and favorable periodic reports on shareholder services conducted by independent third parties. While such considerations directly affected the trustees’ decision in renewing the Fund’s transfer agent and shareholder services agreement, the Board also considered these commitments as incidental benefits to Fund shareholders deriving from the investment management relationship.

Based on their review, the trustees were satisfied with the nature and quality of the overall services provided, and to be provided, by the investment manager and its affiliates to the Fund and its shareholders and were confident in the abilities of the management team to continue the disciplined value investment approach of the Fund and to provide quality services to the Fund and its shareholders.

 

 

     

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INVESTMENT PERFORMANCE. The trustees reviewed and placed significant emphasis on the investment performance of the Fund over the one-, three-, five- and 10-year periods ended December 31, 2019. They considered the history of performance of the Fund relative to various benchmarks. As part of their review, they inquired of management regarding benchmarks, style drift and restrictions on permitted investments. Consideration was also given to performance in the context of available levels of cash during the periods.

The trustees had meetings during the year, including the meetings referred to above held in connection with the renewal process, with the Fund’s portfolio managers to discuss performance and the management of the Fund. In addition to the materials provided by management in connection with the renewal process, the independent trustees requested throughout the year (and received) additional presentations from the investment manager and senior management of FT regarding the performance of the investment manager and the Fund. As part of these presentations, the investment manager and senior management of FT reviewed enhancements that have been made, and are being made, to the investment manager’s investment process. In addition, it was noted that senior management of FT is conducting a review of the investment manager and the Fund and will report the results thereof to the independent trustees when completed.

Particular attention in assessing performance was given to the Broadridge Section 15(c) Report. That report showed the investment performance of the Fund (Class A shares) in comparison to other funds determined comparable by Lipper.

The comparable funds to the Fund, as chosen by Lipper, included all retail and institutional European region funds. The Fund had total returns in the second-lowest performing quintile for the one-year period ended December 31, 2019, and had annualized total returns for the three- and five-year periods in the lowest and second-lowest performing quintiles, respectively. The trustees noted that the Fund’s total return on an annualized basis for the 10-year period ended December 31, 2019 was in the middle performing quintile. The trustees also compared Fund performance to other industry benchmarks, including measures of risk-adjusted performance of a fund, as part of their evaluation of investment performance. The trustees discussed with management the reasons for the relative underperformance for the one-, three-, and five-year periods ended December 31, 2019. While disappointed with the relative underperformance of the Fund, the Board did not believe

that any changes with respect to the Fund were warranted at the time, particularly as the enhancements to the investment manager’s investment process continue to be implemented and as the review being conducted by senior management of FT is in process. The Board noted that it would continue to monitor future performance.

COMPARATIVE EXPENSES AND MANAGEMENT PROFITABILITY. The trustees considered the cost of the services provided and to be provided and the profits realized by the investment manager and its affiliates from their respective relationships with the Fund. As part of the renewal process, the trustees explored with management the trends in expense ratios over the past three fiscal years and the reasons for any increases in the Fund’s expense ratios (or components thereof). In considering the appropriateness of the management fee and other expenses charged to the Fund, the Board took into account various factors including investment performance and matters relating to Fund operations, including, but not limited to, the quality and experience of its portfolio managers and research staff. Consideration was also given to a comparative analysis in the Broadridge Section 15(c) Report of the investment management fee and total expense ratio of the Fund in comparison with those of a group of other funds selected by Lipper as its appropriate Lipper expense group. Lipper expense data is based upon information taken from each fund’s most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Lipper to be an appropriate measure of comparative expenses.

In reviewing comparative costs, emphasis was given to the Fund’s contractual management fee in comparison with the contractual management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper contractual management fee analysis includes administrative charges as being part of the management fee, and total expenses, for comparative consistency, are shown by Lipper for Fund Class A shares.

The Fund’s contractual management fee rate was in the middle quintile of its Lipper expense group and its total expenses were in the second-least expensive quintile of

 

 

     
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such group. The Board was satisfied with such comparative fees and expenses.

The trustees also reviewed the Profitability Study addressing profitability of Franklin Resources, Inc., from its overall U.S. fund business, as well as profitability to the Fund’s investment manager and its affiliates, from providing investment management and other services to the Fund during the 12-month period ended September 30, 2019, the most recent fiscal year-end of Franklin Resources, Inc. The trustees reviewed the basis on which such reports are prepared and the cost allocation methodology utilized in the Profitability Study, it being recognized that allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that the reasonableness of the cost allocation methodologies was reviewed by independent accountants on an every other year basis.

The independent trustees met with management to discuss the Profitability Study. This included, among other things, a comparison of investment management income with investment management expenses of the Fund; comparison of underwriting revenues and expenses; the relative relationship of investment management and underwriting expenses; shareholder servicing profitability; economies of scale; and the relative contribution of the Fund to the profitability of the investment manager and its parent. In discussing the Profitability Study with the Board, the investment manager stated its belief that the costs incurred in establishing the infrastructure necessary to operate the type of mutual fund operations conducted by it and its affiliates may not be fully reflected in the expenses allocated to the Fund in determining its profitability.

The Board also took into account management’s expenditures in improving shareholder services provided to the Fund, as well as the need to meet additional regulatory and compliance requirements. The trustees also considered the extent to which the investment manager may derive ancillary benefits from Fund operations, including those derived from economies of scale, discussed below, the allocation of Fund brokerage and the use of commission dollars to pay for research and other similar services.

Based upon their consideration of all these factors, the trustees determined that the level of profits realized by the investment manager and its affiliates in providing services to the Fund was not excessive in view of the nature, quality and extent of services provided.

ECONOMIES OF SCALE. The Board considered economies of scale realized by the investment manager and its affiliates as the Fund grows larger and the extent to which they are shared with Fund shareholders, as for example, in the level of the investment management fee charged, in the quality and efficiency of services rendered and in increased capital commitments benefiting the Fund directly or indirectly. While recognizing that any precise determination is inherently subjective, the trustees noted that, based upon the Profitability Study, as some funds increase in size, at some point economies of scale may result in the investment manager realizing a larger profit margin on investment management services provided to such a fund. The trustees also noted that benefits of economies of scale will be shared with Fund shareholders due to the decline in the effective investment management fee rate as breakpoints are achieved by the Fund.

The trustees noted that breakpoints had been instituted as part of the Fund’s investment management fee and that the Board regularly evaluates whether additional breakpoints are appropriate. The trustees assessed the savings to shareholders resulting from such breakpoints and believed they were, and continue to be, appropriate and they agreed to continue to monitor the appropriateness of the breakpoints. The trustees also considered the effects an increase in assets under management would have on the investment management fee and expense ratio of the Fund. To the extent further economies of scale may be realized by the investment manager and its affiliates, the Board believed the investment management fees provide a sharing of benefits with the Fund and its shareholders.

Liquidity Risk Management Program

The Funds have adopted and implemented a written Liquidity Risk Management Program (the “LRMP”) as required by Rule 22e-4 under the Investment Company Act of 1940. The program is designed to assess and manage each Fund’s liquidity risk, taking into consideration the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources including the Funds’ interfund lending facility and line of credit. The Funds’ Board of Trustees approved the appointment of the Director of Liquidity Risk within the Investment Risk Management Group (the “IRMG”) as the Administrator of the LRMP. The IRMG maintains the Investment Liquidity Committee (the “ILC”) to provide

 

 

     

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oversight and administration of policies and procedures governing liquidity risk management for FT products and portfolios. The ILC includes representatives from Franklin Templeton’s Risk, Trading, Global Compliance, Investment Compliance, Investment Operations, Valuation Committee and Product Management groups.

The LRMP Administrator Annual Report was presented to the Fund(s) Board of Trustees at their meetings in May 2020. The report covered the adequacy and effectiveness of the program during the period December 1, 2018 to December 31, 2019 (the “covered period”). The report concluded that (i.) the LRMP, as adopted and implemented, remains reasonably designed to assess and manage each Fund’s liquidity risk; (ii.) the LRMP, including the Highly Liquid Investment Minimum (“HLIM”) where applicable, was implemented and operated effectively to achieve the goal of assessing and managing each Fund’s liquidity risk; and (iii.) each fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund. In addition, the LRMP Administrator presented the Fund Board of Trustees an update on liquidity during the first quarter of 2020 in relation to the COVID-19 pandemic.

During the reporting period, the Fund maintained a high level of liquid assets that are defined under the Liquidity Rule as “Highly Liquid Investments.” As a result, the Fund was designated a “Primarily Highly Liquid Fund” as defined under the Liquidity Rule and has not adopted a “Highly Liquid Investment Minimum.” A Highly Liquid Investment is defined as cash and any investment reasonably expected to be convertible to cash in current market conditions in three business days or less without the conversion to cash significantly changing the market value of the investment.

There can be no assurance that the program will achieve its objectives in the future. Please refer to your Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.

Proxy Voting Policies and Procedures

The Fund’s investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund’s complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678

or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. Copies of the Fund’s proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission’s website at sec.gov and reflect the most recent 12-month period ended June 30.

Quarterly Statement of Investments

The Trust, on behalf of the Fund, files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year as an exhibit to its report on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the Commission’s website at sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.

Householding of Reports and Prospectuses

You will receive the Fund’s financial reports every six months as well as an annual updated summary prospectus (prospectus available upon request). To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the financial reports and summary prospectus. This process, called “householding,” will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at (800) 632-2301. At any time you may view current prospectuses/summary prospectuses and financial reports on our website. If you choose, you may receive these documents through electronic delivery.

 

 

     
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Authorized for distribution only when accompanied or preceded by a summary prospectus and/or prospectus. Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing. A prospectus contains this and other information; please read it carefully before investing.

To help ensure we provide you with quality service, all calls to and from our service areas are monitored and/or recorded.

 

 

 

LOGO

 

 

    Semiannual Report and Shareholder Letter

    Franklin Mutual European Fund

      Investment Manager    Distributor    Shareholder Services
      Franklin Mutual Advisers, LLC   

Franklin Templeton Distributors, Inc.

(800) DIAL BEN® / 342-5236

franklintempleton.com

  

(800) 632-2301 - (Class A, C, R & R6)

(800) 448-FUND - (Class Z)

 

© 2020 Franklin Templeton Investments. All rights reserved.

  478 S 08/20


LOGO

 

Sign up for electronic delivery at franklintempleton.com/edelivery


 

 

Internet Delivery of Fund Reports Unless You Request Paper Copies: Effective January 1, 2021, as permitted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request them from the Fund or your financial intermediary. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you have not signed up for electronic delivery, we would encourage you to join fellow shareholders who have. You may elect to receive shareholder reports and other communications electronically from the Fund by calling (800) 632-2301 or by contacting your financial intermediary.

You may elect to continue to receive paper copies of all your future shareholder reports free of charge by contacting your financial intermediary or, if you invest directly with a Fund, calling (800) 632-2301 to let the Fund know of your request. Your election to receive reports in paper will apply to all funds held in your account.


SHAREHOLDER LETTER

Dear Franklin Mutual Quest Fund Shareholder:

 

During the six months ended June 30, 2020, global equity markets were extremely volatile and declined as the spread of the novel coronavirus (COVID-19)—first reported in December and initially centered in China—disrupted economic activity and contributed to negative investor sentiment for risk assets. Share prices plunged dramatically, pulling global equities from near-record levels in mid-February before bottoming in late March. Global stocks snapped back in April and May but moderated in June to close the period significantly above the market trough, although still in negative territory. The broad U.S. equity market, as measured by the Standard & Poor’s® 500 Index, finished the period down -3.08%, and global stocks, as measured by the MSCI World Index, retreated -5.48%.1

As the period opened, major equity markets were rallying, lifted by China and the United States’ Phase-One trade agreement that was intended to serve as the foundation of a comprehensive settlement of two years of tariff one-upmanship between the world’s two largest economies. Then, COVID-19 emerged and upended these and other plans.

The spread of the pandemic evolved into a global public health crisis, and countries around the world implemented lockdown and physical distancing measures intended to “flatten the curve” of the contagion. Consumer and business spending fell, and manufacturing and other activity came to a virtual halt. Consequently, the world’s major economies fell into recession—including an end to the record-long U.S. expansion—and projections about the economic fallout exceeded that of the 2007–2009 Global Financial Crisis.

In response, central banks expanded their mandates to support economies and markets. The U.S. Federal Reserve (Fed) and the U.S. Congress undertook unprecedented monetary and fiscal stimulus that included lowering the federal funds rate to a range of 0.00%–0.25%; initiating open-ended quantitative easing; pledging to purchase short-dated investment-grade corporate debt and exchange-traded funds; sending checks directly to millions of Americans; expanding unemployment insurance; and

offering billions in loans to both small and large businesses. The European Union approved a 750 billion (US$825 billion) COVID-19 recovery fund that recommended financial burden sharing among member states.

Policymakers’ “whatever-it-takes” approach lifted investor sentiment, and stock prices surged. Rates of infection in some of the viral epicenters around the world slowed, and government officials, eager to restart economies, embarked on a gradual, albeit uneven, reopening.

In the period’s final month, the market rally continued but slowed considerably as the number of new, daily COVID-19 diagnoses spiked in U.S. states that were among the first to reopen. These trends may have worsened as many restless citizens, locked down since March, were less than diligent about adhering to social distancing and face-covering guidelines.

In late June, the Fed released the results of its annual Comprehensive Capital Analysis and Review report of large banks, better known as stress tests, and concluded that “banks can remain strong in the face of even the harshest shocks.” Nevertheless, the Fed capped dividends of banks at current levels and halted share buybacks until after the third quarter. Bank stocks reacted negatively to this development.

Market volatility and economic uncertainty can often present what we consider opportunities. We used our bottom-up, fundamentally driven investment process to add select positions that historically have not met our investment criteria but were now, in our opinion, attractively valued, and to move capital between existing positions to reflect market shifts. We believe this approach may offer meaningful upside potential and a degree of downside protection in periods of financial market turbulence. While the current level of uncertainty may be unnerving, it is important to remember that the market historically rewards investors who take a long-term perspective. To that end, we recognize the importance of financial advisors in today’s markets and encourage investors to continue to seek their advice. Amid changing

 

 

1. Source: Morningstar.

See www.franklintempletondatasources.com for additional data provider information.

 

 

Not FDIC Insured | May Lose Value  | No Bank Guarantee 

 

 

     
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markets and economic conditions, we are confident investors with a well-diversified portfolio and a patient, long-term outlook should be well-positioned for the years ahead.

On the following pages, the portfolio management team reviews investment decisions that pertain to performance during the past six months considering the economic environment and other factors. Please remember all securities markets fluctuate, as do mutual fund share prices.

We thank you for investing with Franklin Templeton, welcome your questions and comments, and look forward to continuing to serve your investment needs in the years ahead.

Sincerely,

Peter A. Langerman

Chairman, President and Chief Executive Officer

Franklin Mutual Advisers, LLC

This letter reflects our analysis and opinions as of June 30, 2020, unless otherwise indicated. The information is not a complete analysis of every aspect of any market, country, industry, security or fund. Statements of fact are from sources considered reliable.

Contents

 

   

Semiannual Report

  

Franklin Mutual Quest Fund

     3  

Performance Summary

     8  

Your Fund’s Expenses

     10  

Financial Highlights and Statement of Investments

     11  

Financial Statements

     25  

Notes to Financial Statements

     30  

Shareholder Information

     46  

 

Visit franklintempleton.com for fund updates, to access your account, or to find helpful financial planning tools.
 

 

     

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SEMIANNUAL REPORT

Franklin Mutual Quest Fund

 

This semiannual report for Franklin Mutual Quest Fund covers the period ended June 30, 2020.

Your Fund’s Goal and Main Investments

The Fund’s principal investment goal is capital appreciation, which may occasionally be short term. The secondary goal is income. Under normal market conditions, the Fund invests substantially to primarily in equity securities of U.S. and foreign companies that we believe are available at market prices less than their intrinsic value. The equity securities in which the Fund invests are primarily common stock, with a current focus on mid- and large-cap companies. To a lesser extent, the Fund also invests in merger arbitrage securities and the debt and equity of distressed companies. The Fund may invest a substantial portion, potentially up to 100% of its assets, in foreign securities, which may include sovereign debt and participations in foreign government debt. The Geographic Composition bar chart on this page lists the leading countries where the Fund invests.

Performance Overview

The Fund’s Class Z shares posted a -15.50% cumulative total return for the six months ended June 30, 2020. In comparison, the Fund’s benchmark, the MSCI World Index (USD), which tracks stock performance in global developed markets, posted a total return of -5.48%.1 Also for comparison, the Fund’s secondary benchmark, the Bloomberg Barclays U.S. Corporate High Yield Index, which measures the U.S. corporate market of non-investment grade, fixed-rate corporate bonds, defined as the middle or lower ratings of Moody’s, Fitch and Standard & Poor’s, posted a -3.80% total return.1 You can find more of the Fund’s performance data in the Performance Summary beginning on page 8.

Geographic Composition*

Based on Total Net Assets as of 6/30/20

 

LOGO

*Figures are stated as a percentage of total and may not equal 100% or may be negative due to rounding, use of any derivatives, unsettled trades or other factors.

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

Economic and Market Overview

Global developed and emerging market equities, as measured by the MSCI All Country World Index (USD), posted a -5.99% total return during the six months under review.1 Stocks fell sharply in early 2020 as countries around the world implemented lockdown measures in an effort to slow the spread of the novel coronavirus (COVID-19). Global supply chain disruptions, business and personal restrictions, and subdued consumer spending drove many investors to sell equity holdings in favor of perceived safe investments such as government bonds and cash. While global equities, notably in the U.S., rebounded in April and May amid optimism about easing lockdown restrictions, concerns about a second wave of infections hindered equities in June, as investors weighed the possibility of renewed restrictions.

In the U.S., government mandates to mitigate the COVID-19 pandemic severely impacted the economy beginning in

 

 

1. Source: Morningstar.

The indexes are unmanaged and include reinvestment of any income or distributions. They do not reflect any fees, expenses or sales charges. One cannot invest directly in an index, and an index is not representative of the Fund’s portfolio.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments (SOI).

The SOI begins on page 16.

 

     
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FRANKLIN MUTUAL QUEST FUND

    

 

March 2020. As a result, the unemployment rate surged to 14.7% in April, as many businesses, particularly those involved in hospitality, retail and travel, announced mass layoffs.2 According to the National Bureau of Economic Research, the longest U.S. economic expansion in history ended in February 2020 as the country slipped into a severe recession. Nonetheless, near period-end, there were signs that a recovery was underway, as jobless claims fell considerably from their peak in early April, retail sales rose sharply in May, and the unemployment rate fell to 11.1% in June.2 Along with optimism about improved treatments and potential vaccines for COVID-19, the positive economic signals contributed to a significant equity rebound in April and May. However, an increase in COVID-19 infections in many states throughout June pressured U.S. stocks.

Additionally, the U.S. Federal Reserve (Fed) made significant efforts to support the U.S. economy. In March 2020, as the pandemic began to severely impact the economy and financial markets, the Fed implemented two emergency rate cuts, lowering the federal funds target rate to a range of 0.00%–0.25%, and announced sweeping quantitative easing measures aimed at ensuring credit flow to borrowers and supporting credit markets with unlimited amounts of bond purchasing.

In the eurozone, some analysts forecasted a significant contraction in 2020, particularly in southern European countries, as the magnitude of the economic disruption caused by the pandemic became apparent. European developed market equities, as measured by the MSCI Europe Index (USD), posted a -12.43% total return for the period.1 To stimulate growth, the European Central Bank implemented a broad bond-buying program, and many countries passed fiscal stimulus measures.

Asian developed and emerging market equities, as measured by the MSCI All Country Asia Index (USD), posted a -5.51% total return during the six-month period.1 The onset of the pandemic brought dramatically slower economic activity in Asia, as businesses halted operations and manufacturing and export activity declined sharply in the region’s major economies. Asian markets generally advanced toward period-end, bolstered by fiscal stimulus measures and economies reopening throughout the region, especially in China.

Emerging market stocks, as measured by the MSCI Emerging Markets Index (USD), posted a -9.67% total return

due primarily to the COVID-19 pandemic.1 A sharp decrease in prices for oil and other natural resources also hurt emerging market economies reliant on these exports. In the last quarter of the reporting period, however, investor optimism led to a stock rally, particularly in emerging market countries that had successfully lowered infection rates.

Investment Strategy

At Franklin Mutual Series, we are committed to our distinctive value approach to investing, which we believe can generate above-average risk-adjusted returns over time for our shareholders. Our major investment strategy is investing in undervalued stocks. When selecting undervalued equities, we are attracted to what we believe are fundamentally strong companies with healthy balance sheets, high-quality assets, substantial free cash flow and shareholder-oriented management teams and whose stocks are trading at discounts to our assessment of the companies’ intrinsic or business value. We also look for asset-rich companies whose shares may be trading at depressed levels due to concerns over short-term earnings disappointments, litigation, management strategy or other perceived negatives. This strict value approach is not only intended to improve the likelihood of capital appreciation, but also reduces the risk of substantial declines, in our opinion. While the vast majority of our undervalued equity investments are made in publicly traded companies globally, we may invest occasionally in privately held companies as well. Our portfolio selection process generally includes an assessment of the potential impacts of any material environmental, social and governance (ESG) factors on the long-term risk and return profile of a company.

To a lesser extent, we complement this more traditional investment strategy with two others. One is distressed investing, a highly specialized field that has proven quite profitable during certain periods over the years. Distressed investing is complex and can take many forms. The most common distressed investment the Fund undertakes is the purchase of financially troubled or bankrupt companies’ debt at a substantial discount to face value. After the financially distressed company is reorganized, often in bankruptcy court, the old debt is typically replaced with new securities issued by the financially stronger company.

The other piece of our investment strategy is participating in arbitrage situations, another highly specialized field. When companies announce proposed mergers or takeovers,

 

 

2. Source: U.S. Bureau of Labor Statistics.

See www.franklintempletondatasources.com for additional data provider information.

 

     

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Asset Allocation*

Based on Total Net Assets as of 6/30/20

 

LOGO

*Figures are stated as a percentage of total and may not equal 100% or may be negative due to rounding, use of any derivatives, unsettled trades or other factors.

commonly referred to as deals, the target company may trade at a discount to the bid it ultimately accepts. One form of arbitrage involves purchasing the target company’s stock when it is trading below the value we believe it would receive in a deal. In keeping with our commitment to a relatively conservative investment approach, we typically focus our arbitrage efforts on announced deals, and avoid rumored deals or other situations we consider relatively risky. The current percentages of the Fund’s assets devoted to these investment strategies are listed in the Asset Allocation bar chart on this page. In addition, it is our practice to hedge the Fund’s currency exposure when we deem it advantageous for our shareholders.

Manager’s Discussion

The novel coronavirus (COVID-19) pandemic has significantly altered our way of life. Despite this, stocks have rallied off the March 23 market bottom and are within range of the pre-pandemic, all-time highs achieved earlier in the year. While the economy has reopened, the recovery is likely to be uneven. The question that we wrestle with daily is what does this scenario mean for equities in general and undervalued stocks in particular?

Markets rose sharply in April, as investors moved back into the growth stocks that propelled the market to the all-time highs of January. In late May, however, there was a turn in market sentiment resulting in value briefly outperforming growth. Undervalued stocks often benefit in periods of improving economic activity or stabilization as business prospects improve. Increasing demand across the economy, especially in cyclical sectors, can provide a tailwind for these companies and drive shareholder value. This is a scenario that often occurs off an economic bottom, and we are positioning our portfolios to capitalize on this trend.

Top 10 Sectors/Industries

Based on Equity Securities as of 6/30/20

 

      % of Total
Net Assets

Insurance

   8.6%

Tobacco

   7.3%

Oil, Gas & Consumable Fuels

   5.7%

Communications Equipment

   4.8%

Software

   3.5%

Media

   3.2%

Diversified Telecommunication Services

   3.1%

Pharmaceuticals

   3.0%

Specialty Retail

   2.8%

Diversified Financial Services

   2.6%

The second-quarter earnings reporting season (occurring in July and August) marks the first period with the full impact of the economic lockdowns and will provide a more complete view into the pandemic’s impact on corporate statements. Many financial officers withdrew full-year 2020 guidance, as they reported first-quarter results, due to limited revenue visibility. As a result, the path ahead for stocks is less clear. We remain cautious amid these elevated risks.

Our traditional value equity investment approach is complemented with two other strategies: distressed investing and merger arbitrage.

Within our distressed credit strategy, we targeted companies and industries directly impacted by the coronavirus pandemic. The robust government fiscal and monetary intervention have limited the number of attractive options, but we have found opportunities in the energy sector and the retail and travel industries. Although each situation is unique, these securities have strong collateral packages and covenant protections or other features that we believe make them substantially more attractive than the broad array of available distressed debt.

Within merger arbitrage, which involves trading the stocks of companies involved in a merger or acquisition (M&A), activity has slowed significantly since the onset of the pandemic. Deal terms agreed to before the virus emerged have become unbalanced and are now more favorable for sellers than they are for buyers. Not surprisingly, some of these proposals have become embroiled in litigation. Also, M&A activity has slowed as the economic realities of the coronavirus get priced into the market, and bankers are challenged to conduct due diligence remotely. As the period ended, we began to see signs that transactions activity might resume, but we would expect the second half of the year to

 

 

     
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be focused on resolving pending deals, rather than significant growth in new ones.

Fund Performance

Turning to Fund performance, investments that detracted included Intelsat, Envision Healthcare and Discovery, Inc.

The equity and debt securities of Luxembourg-based Intelsat, a satellite communication services company, were volatile and trended down during the period amid poor financial results as it prepared to sell some of its C-band spectrum to mobile phone companies seeking 5G networks. Intelsat failed to make a $125 million interest payment on April 15. S&P Global Ratings classified the missed payment as a selective default that would not be paid within the 30-day grace period, requiring the company to reach a restructuring agreement with its lenders or file for Chapter 11 bankruptcy protection, which it did on May 14. Also, during the period, there were several notices of intent to file a class action lawsuit against two large Intelsat shareholders, alleging that the defendants benefited from material, non-public information at the expense of other shareholders.

Our debt holding of U.S.-based Envision Healthcare, a privately held physician services provider, declined during the period amid the suspension of elective surgeries due to COVID-19 and as the company negotiated with creditors. Envision was acquired by private equity firm KKR through a leveraged buyout in 2018. Company management completed a debt exchange transaction in May 2020 to deleverage the balance sheet and reduce its cash interest expense. The bonds held by creditors were replaced by a substantially reduced balance of term loans, which we continue to hold.

U.S.-based cable network operator Discovery, Inc., which provides non-fiction and educational media entertainment, reported first-quarter 2020 financial results that were generally in line with consensus estimates, but its shares sold off due to declining advertising revenue amid the COVID-19 pandemic. Discovery’s management said the company would suspend the remaining $1.8 billion stock buyback program, although it repurchased $523 million of its shares early in the period. The postponement of the 2020 Tokyo Summer Olympics will be an additional headwind, but the company retains the broadcast rights when the event returns in 2021. Late in the period, management announced that Peter Faricy, head of the company’s direct-to-consumer operations (DTC), will depart on July 15. DTC is a major initiative at Discovery as the company attempts to navigate a challenging media landscape characterized by viewers cancelling cable subscriptions in favor of DTC streaming options.

 

Top 10 Equity Holdings

6/30/20

 

Company

Sector/Industry, Country

  

% of Total

Net Assets

Sorenson Communications LLC

Communications Equipment, U.S.

 

   4.8%

British American Tobacco PLC

Tobacco, U.K.

 

   3.3%

Liberty Global PLC

Diversified Telecommunication Services, U.K.

 

   2.8%

Navistar International Corp.

Machinery, U.S.

 

   2.4%

Imperial Brands PLC

Tobacco, U.K.

 

   2.2%

Voya Financial Inc.

Diversified Financial Services, U.S.

 

   2.2%

Tiffany & Co.

Specialty Retail, U.S.

 

   2.1%

Everest Re Group Ltd.

Insurance, U.S.

 

   2.1%

Discovery Inc.

Media, U.S.

 

   2.0%

The Williams Cos. Inc.

Oil, Gas & Consumable Fuels, U.S.

 

   1.9%

During the period under review, Fund investments that contributed positively to performance included Liberty Global, NortonLifeLock (not held at period-end) and Oracle. Liberty Global is listed among the Fund’s largest positions in the Top 10 Equity Holdings table on this page.

Shares of U.K.-based Liberty Global jumped on the news that the multinational telecom company would merge Virgin Media, its British cable television operator (the country’s largest) subsidiary, with O2, the U.K.’s number two mobile telephone provider that is owned by Telefónica of Spain. According to the deal terms, the parent companies will equally own the combined entity, which is valued at £31.4 billion including debt.

Shares of U.S.-based cybersecurity solutions provider NortonLifeLock outperformed during the period as work-from-home requirements attributable to the COVID-19 pandemic led to increased consumer purchases of the company’s cybersecurity subscriptions, generating solid fiscal fourth-quarter earnings that were in line with consensus expectations. NortonLifeLock’s stock rallied entering the year and surged after management announced in early January the payment of a one-time, $12 per share cash dividend funded by the 2019 sale of the enterprise security business to Broadcom. Symantec, the precursor to

 

 

     

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NortonLifeLock, sold the business as part of its transition to a pure-play consumer-focused cybersecurity company, and management subsequently changed the company’s name to NortonLifeLock, highlighting its lead brands. NortonLifeLock’s shares appreciated materially, and we exited our position by period-end.

The stock of U.S.-based Oracle, a supplier of enterprise information management software, recovered from a steep drop early in the period as the company’s fiscal third- and fourth-quarter earnings-per-share results surpassed consensus forecasts. Following a brief selloff in June—attributable to fiscal fourth-quarter revenue that missed both management and analysts’ targets—the stock reversed course and outperformed the broad market. An authorization of $15 billion in share buybacks early in the period also contributed to positive investor sentiment.

During the period, the Fund held currency forwards and futures seeking to hedge most of the currency risk of the portfolio’s non-U.S. dollar investments. The hedges had a positive overall impact on the Fund’s performance.

As fellow shareholders, we found recent absolute and relative performance disappointing, but our strategy of seeking undervalued stocks can lag the growth equity markets at times. We remain committed to our disciplined, value investment approach as we seek to generate attractive, long-term, risk-adjusted returns for shareholders.

Thank you for your participation in Franklin Mutual Quest Fund. We look forward to continuing to serve your investment needs.

Shawn M. Tumulty

Co-Portfolio Manager

Keith Luh, CFA

Co-Portfolio Manager

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of June 30, 2020, the end of the reporting period. The way we implement our main investment strategies and the resulting portfolio holdings may change depending on factors such as market and economic conditions. These opinions may not be relied upon as investment advice or an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but the investment manager makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

 

 

CFA® is a trademark owned by CFA Institute.

 

     
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Performance Summary as of June 30, 2020

The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses. Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities.

Performance as of 6/30/20

Cumulative total return excludes sales charges. Average annual total return includes maximum sales charges. Sales charges will vary depending on the size of the investment and the class of share purchased. The maximum is 5.50% and the minimum is 0%. Class A: 5.50% maximum initial sales charge. For other share classes, visit franklintempleton.com.

 

Share Class   

Cumulative 

Total Return1

  

                Average Annual 

Total Return2

Z

     

6-Month

   -15.50%3    -15.50%3

1-Year

   -11.77%    -11.77%

5-Year

   + 2.85%    + 0.56%

10-Year

   +72.98%    + 5.63%

A4

     

6-Month

   -15.61%3    -20.27%

1-Year

   -11.99%    -16.84%

5-Year

   + 1.63%    -0.81%

10-Year

   +68.29%    + 4.75%

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

 

 

 

See page 9 for Performance Summary footnotes.

 

     

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FRANKLIN MUTUAL QUEST FUND

PERFORMANCE SUMMARY

 

Total Annual Operating Expenses5

 

Share Class        
Z      0.79
A      1.04

    

 

 

Each class of shares is available to certain eligible investors and has different annual fees and expenses, as described in the prospectus.

All investments involve risks, including possible loss of principal. Value securities may not increase in price as anticipated or may decline further in value. Special risks are associated with foreign investing, including currency fluctuations, economic instability and political developments. Because the Fund may invest its assets in companies in a specific region, including Europe, it is subject to greater risks of adverse developments in that region and/or the surrounding regions than a fund that is more broadly diversified geographically. Current political uncertainty concerning the economic consequences of the departure of the U.K. from the European Union may increase market volatility. Smaller-company stocks have exhibited greater price volatility than larger-company stocks, particularly over the short term. The Fund’s investments in companies engaged in mergers, reorganizations or liquidations also involve special risks as pending deals may not be completed on time or on favorable terms. The Fund may invest in lower-rated bonds, which entail higher credit risk. Unexpected events and their aftermaths, such as the spread of deadly diseases; natural, environmental or man-made disasters; financial, political or social disruptions; terrorism and war; and other tragedies or catastrophes, can cause investor fear and panic, which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen. The Fund’s prospectus also includes a description of the main investment risks.

1. Cumulative total return represents the change in value of an investment over the periods indicated.

2. Average annual total return represents the average annual change in value of an investment over the periods indicated. Return for less than one year, if any, has not been annualized.

3. Total return information is based on net asset values calculated for shareholder transactions. Certain adjustments were made to the net asset values of the Fund at 6/30/20 for financial reporting purposes. Accordingly, adjusted total returns have been disclosed in the Financial Highlights and differ from those reported here.

4. Prior to 9/10/18, these shares were offered at a higher initial sales charge of 5.75%, thus actual returns (with sales charges) would have differed. Average annual total returns (with sales charges) have been restated to reflect the current maximum initial sales charge of 5.50%.

5. Figures are as stated in the Fund’s current prospectus and may differ from the expense ratios disclosed in the Your Fund’s Expenses and Financial Highlights sections in this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown.

See www.franklintempletondatasources.com for additional data provider information.

 

     
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FRANKLIN MUTUAL QUEST FUND

 

Your Fund’s Expenses

As a Fund shareholder, you can incur two types of costs: (1) transaction costs, including sales charges (loads) on Fund purchases and redemptions; and (2) ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The table below shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated.

Actual Fund Expenses

The table below provides information about actual account values and actual expenses in the columns under the heading “Actual.” In these columns the Fund’s actual return, which includes the effect of Fund expenses, is used to calculate the “Ending Account Value” for each class of shares. You can estimate the expenses you paid during the period by following these steps (of course, your account value and expenses will differ from those in this illustration): Divide your account value by $1,000 (if your account had an $8,600 value, then $8,600 ÷ $1,000 = 8.6). Then multiply the result by the number in the row for your class of shares under the headings “Actual” and “Expenses Paid During Period” (if Actual Expenses Paid During Period were $7.50, then 8.6 x $7.50 = $64.50). In this illustration, the actual expenses paid this period are $64.50.

Hypothetical Example for Comparison with Other Funds

Under the heading “Hypothetical” in the table, information is provided about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. This information may not be used to estimate the actual ending account balance or expenses you paid for the period, but it can help you compare ongoing costs of investing in the Fund with those of other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that expenses shown in the table are meant to highlight ongoing costs and do not reflect any transactional costs. Therefore, information under the heading “Hypothetical” is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transactional costs were included, your total costs would have been higher.

 

            Actual       Hypothetical          
            (actual return after expenses)       (5% annual return before expenses)          
     

 

   

 

     

Share

Class

 

Beginning

Account

Value 1/1/20

     

Ending

Account

Value 6/30/20

 

Expenses

Paid During

Period

1/1/20–6/30/201,2

     

Ending

Account

Value 6/30/20

  

Expenses

Paid During

Period

1/1/20–6/30/201,2

        Net
Annualized
Expense
Ratio2

 

   

 

   

 

     

 

Z   $1,000     $843.50   $3.80     $1,020.74    $4.17       0.83%
A   $1,000     $842.50   $4.95     $1,019.49    $5.42       1.08%
C   $1,000     $839.00   $8.37     $1,015.76    $9.17       1.83%
R   $1,000     $841.30   $6.09     $1,018.25    $6.67       1.33%
R6   $1,000     $843.40   $3.53     $1,021.03    $3.87       0.77%

1. Expenses are equal to the annualized expense ratio for the six-month period as indicated above—in the far right column—multiplied by the simple average account value over the period indicated, and then multiplied by 182/366 to reflect the one-half year period.

2. Reflects expenses after fee waivers and expense reimbursements. Does not include acquired fund fees and expenses.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

 

Financial Highlights

Franklin Mutual Quest Fund

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class Z

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $14.06       $12.95       $15.83       $15.52       $14.47       $16.21  

Income from investment operationsa:

            

Net investment incomeb

     0.20 c       0.45       0.48       0.58       0.87 d       0.54  

Net realized and unrealized gains (losses)

     (2.40     1.16       (1.58     0.49       1.47       (1.45

Total from investment operations

     (2.20     1.61       (1.10     1.07       2.34       (0.91

Less distributions from:

            

Net investment income

           (0.50     (0.58     (0.63     (1.01     (0.68

Net realized gains

                 (1.20     (0.13     (0.28     (0.15

Total distributions

           (0.50     (1.78     (0.76     (1.29     (0.83

Net asset value, end of period

     $11.86       $14.06       $12.95       $15.83       $15.52       $14.47  

Total returne

     (15.65)%       12.40%       (6.85)%       6.92%       16.26%       (5.55)%  

Ratios to average net assetsf

            

Expensesg,h

     0.83% i       0.78%       0.78%       0.79%       0.79% i       0.82% i  

Expenses incurred in connection with securities sold short

     0.04%       0.02%       —% j       —%       0.01%       0.03%  

Net investment income

     3.22% c       3.22%       2.96%       3.65%       5.74% d       3.35%  

Supplemental data

            

Net assets, end of period (000’s)

     $2,349,300       $3,042,387       $3,054,792       $3,667,351       $3,683,095       $3,577,696  

Portfolio turnover rate

     29.90%       60.96%       115.52%       32.90%       44.04%       30.51%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.06 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 2.19%.

dNet investment income per share includes approximately $0.05 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 5.42%.

eTotal return is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

jRounds to less than 0.01%.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Quest Fund (continued)

 

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class A

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $13.84       $12.75       $15.60       $15.32       $14.29       $16.02  

Income from investment operationsa:

 

         

Net investment incomeb

     0.18 c       0.41       0.43       0.53       0.83 d       0.49  

Net realized and unrealized gains (losses)

     (2.36     1.14       (1.54     0.46       1.45       (1.43

Total from investment operations

     (2.18     1.55       (1.11     0.99       2.28       (0.94

Less distributions from:

            

Net investment income

           (0.46     (0.54     (0.58     (0.97     (0.64

Net realized gains

                 (1.20     (0.13     (0.28     (0.15

Total distributions

           (0.46     (1.74     (0.71     (1.25     (0.79

Net asset value, end of period

     $11.66       $13.84       $12.75        $15.60       $15.32       $14.29  

Total returne

     (15.75)%       12.14%       (7.00)%       6.54%       16.04%       (5.85)%  

Ratios to average net assetsf

            

Expensesg,h

     1.08% i       1.03%       1.03%       1.04%       1.04% i       1.10% i  

Expenses incurred in connection with securities sold short

     0.04%       0.02%       —% j       —%       0.01%       0.03%  

Net investment income

     2.97% c       2.97%       2.71%       3.40%       5.49% d       3.07%  

Supplemental data

            

Net assets, end of period (000’s)

     $763,413       $1,035,699       $1,067,382       $1,153,870       $1,216,085       $1,203,508  

Portfolio turnover rate

     29.90%       60.96%       115.52%       32.90%       44.04%       30.51%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.06 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.94%.

dNet investment income per share includes approximately $0.05 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 5.17%.

eTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

jRounds to less than 0.01%.

 

     

12

          Semiannual Report  |  The accompanying notes are an integral part of these financial statements.   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Quest Fund (continued)

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class C

            

Per share operating performance

            

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $13.73       $12.64       $15.35       $15.06       $14.08       $15.78  

Income from investment operationsa:

            

Net investment incomeb

     0.14 c       0.30       0.29       0.41       0.70 d       0.36  

Net realized and unrealized gains (losses)

     (2.35     1.12       (1.49     0.47       1.41       (1.39

Total from investment operations

     (2.21     1.42       (1.20     0.88       2.11       (1.03

Less distributions from:

            

Net investment income

           (0.33     (0.31     (0.46     (0.85     (0.52

Net realized gains

                 (1.20     (0.13     (0.28     (0.15

Total distributions

           (0.33     (1.51     (0.59     (1.13     (0.67

Net asset value, end of period

     $11.52       $13.73       $12.64       $15.35       $15.06       $14.08  

Total returne

     (16.10)%       11.26%       (7.77)%       5.89%       15.10%       (6.49)%  

Ratios to average net assetsf

            

Expensesg,h

     1.83% i       1.78%       1.78%       1.79%       1.79% i       1.82% i  

Expenses incurred in connection with securities sold short

     0.04%       0.02%       —% j       —%       0.01%       0.03%  

Net investment income

     2.22% c       2.22%       1.96%       2.65%       4.74% d       2.35%  

Supplemental data

            

Net assets, end of period (000’s)

     $75,474       $112,751       $141,619       $309,160       $343,624       $337,974  

Portfolio turnover rate

     29.90%       60.96%       115.52%       32.90%       44.04%       30.51%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.06 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.19%.

dNet investment income per share includes approximately $0.05 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 4.42%.

eTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

jRounds to less than 0.01%.

 

     
franklintempleton.com    The accompanying notes are an integral part of these financial statements.  |  Semiannual Report           

13


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Quest Fund (continued)

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class R

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $13.61       $12.54       $15.40       $15.14       $14.14       $15.87  

Income from investment operationsa:

            

Net investment incomeb

     0.16 c       0.37       0.39       0.50       0.78 d       0.44  

Net realized and unrealized gains (losses)

     (2.32     1.12       (1.53     0.46       1.43       (1.40

Total from investment operations

     (2.16     1.49       (1.14     0.96       2.21       (0.96

Less distributions from:

            

Net investment income

           (0.42     (0.52     (0.57     (0.93     (0.62

Net realized gains

                 (1.20     (0.13     (0.28     (0.15

Total distributions

           (0.42     (1.72     (0.70     (1.21     (0.77

Net asset value, end of period

     $11.45       $13.61       $12.54       $15.40       $15.14       $14.14  

Total returne

     (15.87)%       11.88%       (7.31)%       6.38%       15.69%       (6.03)%  

Ratios to average net assetsf

            

Expensesg,h

     1.33% i       1.28%       1.28%       1.29%       1.29% i       1.32% i  

Expenses incurred in connection with securities sold short

     0.04%       0.02%       —% j       —%       0.01%       0.03%  

Net investment income

     2.72% c       2.72%       2.46%       3.15%       5.24% d       2.85%  

Supplemental data

            

Net assets, end of period (000’s)

     $2,882       $3,415       $2,929       $1,774       $880       $898  

Portfolio turnover rate

     29.90%       60.96%       115.52%       32.90%       44.04%       30.51%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.06 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.69%.

dNet investment income per share includes approximately $0.05 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 4.92%.

eTotal return is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

jRounds to less than 0.01%.

 

     

14

          Semiannual Report  |  The accompanying notes are an integral part of these financial statements.   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Quest Fund (continued)

 

    

Six Months Ended

June 30, 2020

(unaudited)

    Year Ended December 31,  
     2019     2018     2017     2016     2015  

Class R6

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $14.05       $12.94       $15.81       $15.51       $14.45       $16.19  

Income from investment operationsa:

            

Net investment incomeb

     0.20 c       0.46       0.49       0.64       0.88 d       0.55  

Net realized and unrealized gains (losses)

     (2.40     1.15       (1.57     0.43       1.48       (1.44

Total from investment operations

     (2.20     1.61       (1.08     1.07       2.36       (0.89

Less distributions from:

            

Net investment income

           (0.50     (0.59     (0.64     (1.02     (0.70

Net realized gains

                 (1.20     (0.13     (0.28     (0.15

Total distributions

           (0.50     (1.79     (0.77     (1.30     (0.85

Net asset value, end of period

     $11.85       $14.05       $12.94       $15.81       $15.51       $14.45  

Total returne

     (15.66)%       12.40%       (6.73)%       6.94%       16.44%       (5.54)%  

Ratios to average net assetsf

            

Expenses before waiver and payments by affiliatesg

     0.81%       0.74%       0.74%       0.72%       0.71%       0.74%  

Expenses net of waiver and payments by affiliatesg,h

     0.77%       0.72%       0.72%       0.72%       0.71% i       0.74% i  

Expenses incurred in connection with securities sold short

     0.04%       0.02%       —% j       —%       0.01%       0.03%  

Net investment income

     3.28% c       3.28%       3.02%       3.72%       5.82% d       3.43%  

Supplemental data

            

Net assets, end of period (000’s)

     $78,461       $107,723       $116,012       $123,863       $52,277       $41,408  

Portfolio turnover rate

     29.90%       60.96%       115.52%       32.90%       44.04%       30.51%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.06 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 2.25%.

dNet investment income per share includes approximately $0.05 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 5.50%.

eTotal return is not annualized for periods less than one year.

fRatios are annualized for periods less than one year.

gIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

jRounds to less than 0.01%.

 

     
franklintempleton.com    The accompanying notes are an integral part of these financial statements.  |  Semiannual Report           

15


FRANKLIN MUTUAL SERIES FUNDS

    

 

Statement of Investments, June 30, 2020 (unaudited)

Franklin Mutual Quest Fund

 

      Country      Shares/
Units/
    Warrants
       Value  

Common Stocks and Other Equity Interests 61.5%

          

Aerospace & Defense 2.0%

          

BAE Systems PLC

     United Kingdom        3,900,794        $ 23,323,698  

Huntington Ingalls Industries Inc.

     United States        238,460          41,608,885  
          

 

 

 
             64,932,583  
          

 

 

 

Auto Components 0.0%

          

a,b,cInternational Automotive Components Group Brazil LLC

     Brazil        2,548,299          47,918  
          

 

 

 

Automobiles 0.2%

          

General Motors Co.

     United States        284,600          7,200,380  
          

 

 

 

Banks 0.5%

          

aBNP Paribas SA

     France        316,236          12,633,773  

First Horizon National Corp.

     United States        51,600          513,936  

Wells Fargo & Co.

     United States        124,600          3,189,760  
          

 

 

 
             16,337,469  
          

 

 

 

Chemicals 0.9%

          

dAdvanced Emissions Solutions Inc.

     United States        1,724,209          8,362,414  

Covestro AG

     Germany        474,675          18,077,927  

eWestlake Chemical Corp.

     United States        66,100          3,546,265  
          

 

 

 
             29,986,606  
          

 

 

 

Commercial Services & Supplies 1.3%

          

aAdvanced Disposal Services Inc.

     United States        1,162,200          35,063,574  

Waste Management Inc.

     United States        73,000          7,731,430  
          

 

 

 
             42,795,004  
          

 

 

 

Communications Equipment 4.8%

          

a,b,c,dSorenson Communications LLC, Membership Interests

     United States        224,279          157,052,072  
          

 

 

 

Containers & Packaging 0.1%

          

International Paper Co.

     United States        60,500          2,130,205  
          

 

 

 

Diversified Consumer Services 0.0%

          

a,bCxloyalty Group Holdings Inc., wts., 4/10/24

     United States        48,381           
          

 

 

 

Diversified Financial Services 2.6%

          

M&G PLC

     United Kingdom        5,362,814          11,135,135  

Voya Financial Inc.

     United States            1,557,986          72,680,047  
          

 

 

 
             83,815,182  
          

 

 

 

Diversified Telecommunication Services 3.1%

          

AT&T Inc.

     United States        347,100          10,492,833  

a,eIntelsat SA

     United States        992,495          535,947  

aLiberty Global PLC, C.

     United Kingdom        4,194,789          90,229,912  
          

 

 

 
             101,258,692  
          

 

 

 

Electrical Equipment 0.1%

          

aSensata Technologies Holding PLC

     United States        100,200          3,730,446  
          

 

 

 

Energy Equipment & Services 0.0%

          

Schlumberger Ltd.

     United States        11,332          208,396  
          

 

 

 

 

     

16

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

      Country      Shares/
Units/
Warrants
       Value  

Common Stocks and Other Equity Interests (continued)

          

Entertainment 0.3%

          

The Walt Disney Co.

     United States      102,500        $ 11,429,775  
          

 

 

 

Equity Real Estate Investment Trusts (REITs) 1.0%

          

Brixmor Property Group Inc.

     United States        835,200          10,707,264  

Taubman Centers Inc.

     United States        275,700          10,410,432  

Vornado Realty Trust

     United States        269,600          10,301,416  
          

 

 

 
             31,419,112  
          

 

 

 

Food Products 0.3%

          

Bunge Ltd.

     United States        59,678          2,454,556  

Conagra Brands Inc.

     United States        215,712          7,586,591  
          

 

 

 
             10,041,147  
          

 

 

 

Health Care Equipment & Supplies 0.9%

          

Envista Holdings Corp.

     United States        906,400          19,115,976  

Medtronic PLC

     United States        102,143          9,366,513  
          

 

 

 
             28,482,489  
          

 

 

 

Independent Power & Renewable Electricity Producers 1.7%

          

Vistra Corp.

     United States        3,073,147          57,221,997  
          

 

 

 

Insurance 8.6%

          

American International Group Inc.

     United States        171,600          5,350,488  

ASR Nederland NV

     Netherlands        1,510,686          46,475,677  

aBrighthouse Financial Inc.

     United States        328,459          9,137,729  

Direct Line Insurance Group PLC

     United Kingdom        5,009,941          16,797,931  

Everest Re Group Ltd.

     United States        334,566          68,987,509  

The Hartford Financial Services Group Inc.

     United States        1,129,790          43,553,405  

NN Group NV

     Netherlands        1,223,210          41,105,697  

RSA Insurance Group PLC

     United Kingdom        9,614,692          48,690,985  
          

 

 

 
             280,099,421  
          

 

 

 

Interactive Media & Services 1.8%

          

aBaidu Inc., ADR

     China        486,493          58,325,646  
          

 

 

 

IT Services 1.1%

          

Cognizant Technology Solutions Corp., A

     United States        649,000          36,876,180  
          

 

 

 

Machinery 2.4%

          

aNavistar International Corp.

     United States        2,830,559          79,821,764  
          

 

 

 

Media 3.2%

          

aCharter Communications Inc., A

     United States        6,670          3,401,967  

aClear Channel Outdoor Holdings Inc.

     United States            17,622,660          18,327,566  

aDiscovery Inc., C

     United States        3,370,684          64,919,374  

a,eiHeartMedia Inc., A

     United States        1,623,513          13,556,334  

a,biHeartMedia Inc., B

     United States        23,770          168,708  

aiHeartMedia Inc., wts., A, 5/01/39

     United States        1,872          15,629  

aLee Enterprises Inc./IA

     United States        2,367,044          2,319,703  

a,b,cLee Enterprises Inc., wts., 12/31/22

     United States        1,110,000          322,568  
          

 

 

 
             103,031,849  
          

 

 

 

 

     
franklintempleton.com    Semiannual Report           

17


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

      Country      Shares/
Units/
Warrants
       Value  

Common Stocks and Other Equity Interests (continued)

          

Oil, Gas & Consumable Fuels 5.7%

          

Ampol Ltd.

     Australia        768,121        $ 15,649,226  

BP PLC

     United Kingdom        8,136,413          31,169,671  

Canadian Natural Resources Ltd.

     Canada        55,600          964,517  

ENEOS Holdings Inc.

     Japan            16,466,092          58,694,426  

Royal Dutch Shell PLC, A

     United Kingdom        1,122,432          18,371,859  

The Williams Cos. Inc.

     United States        3,292,500          62,623,350  
          

 

 

 
             187,473,049  
          

 

 

 

Pharmaceuticals 3.0%

          

aElanco Animal Health Inc.

     United States        512,220          10,987,119  

GlaxoSmithKline PLC

     United Kingdom        320,959          6,483,007  

Merck & Co. Inc.

     United States        638,900          49,406,137  

Novartis AG, ADR

     Switzerland        334,806          29,241,956  

Perrigo Co. PLC

     United States        55,820          3,085,171  
          

 

 

 
             99,203,390  
          

 

 

 

Software 3.5%

          

aAvaya Holdings Corp., wts., 12/15/22

     United States        338,090          422,612  

aCheck Point Software Technologies Ltd.

     Israel        576,711          61,956,063  

Oracle Corp.

     United States        912,426          50,429,785  
          

 

 

 
             112,808,460  
          

 

 

 

Specialty Retail 2.8%

          

Tiffany & Co.

     United States        569,896          69,493,118  

a,b,dTRU Kids Parent LLC

     United States        7,104          22,890,097  

a,b,dWayne Services Legacy Inc.

     United States        7,104           
          

 

 

 
             92,383,215  
          

 

 

 

Technology Hardware, Storage & Peripherals 0.9%

          

Hewlett Packard Enterprise Co.

     United States        252,400          2,455,852  

Western Digital Corp.

     United States        636,782          28,113,925  
          

 

 

 
             30,569,777  
          

 

 

 

Tobacco 7.3%

          

Altria Group Inc.

     United States        1,494,845          58,672,666  

British American Tobacco PLC

     United Kingdom        2,788,247          106,932,775  

Imperial Brands PLC

     United Kingdom        3,824,765          72,807,723  
          

 

 

 
             238,413,164  
          

 

 

 

Wireless Telecommunication Services 1.4%

          

Vodafone Group PLC

     United Kingdom        27,952,495          44,435,928  
          

 

 

 

Total Common Stocks and Other Equity Interests
(Cost $2,250,725,033)

             2,011,531,316  
          

 

 

 

Convertible Preferred Stocks (Cost $22,951,706) 0.7%

          

Multi-Utilities 0.7%

          

Sempra Energy, 6.00%, cvt. pfd., A

     United States        225,650          22,052,775  
          

 

 

 

 

     

18

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

      Country      Shares     Value  

Preferred Stocks (Cost $2,880,729) 0.1%

       

Auto Components 0.1%

       

fSchaeffler AG, 6.736%, pfd

     Germany        342,769     $ 2,572,327  
       

 

 

 
       
Principal
Amount
 
*  
 
     

 

 

   

Corporate Bonds, Notes and Senior Floating Rate Interests 13.3%

       

gAmerican Airlines Inc., senior secured note, 144A, 11.75%, 7/15/25

     United States      $ 43,795,000       41,267,591  

gBanff Merger Sub Inc., senior note, 144A, 9.75%, 9/01/26

     United States        50,000,000       50,428,000  

gBoxer Parent Co. Inc., senior secured note, first lien, 144A, 7.125%, 10/02/25

     United States        5,874,700       6,181,213  

Charter Communications Operating LLC/Charter Communications Operating Capital, senior secured note, first lien, 4.50%, 2/01/24

     United States        1,642,000       1,817,916  

h,iCxloyalty Group Inc., Term Loan, 6.75%, (6-month USD LIBOR + 5.75%), 4/05/24 .

     United States        18,760,621       13,632,724  

gDelta Air Lines Inc., senior note, first lien, 144A, 7.00%, 5/01/25

     United States        4,308,000       4,451,538  

h,iEnvision Healthcare Corp.,

       

j2020 New Term Loan, PIK, 5.491%, (3-month USD LIBOR + 4.50%), 10/11/25

     United States        75,150,000       43,211,250  

Term Loan B, 3.928%, (1-month USD LIBOR + 3.75%), 10/11/25

     United States        40,434,373       27,177,681  

gFrontier Communications Corp.,

       

second lien, 144A, 8.50%, 4/01/26

     United States        25,000,000       23,662,500  

senior secured note, first lien, 144A, 8.00%, 4/01/27

     United States        20,000,000       20,333,600  

iHeartCommunications Inc., senior note, 8.375%, 5/01/27

     United States        20,000,000       18,363,700  

h,iIntelsat Jackson Holdings SA, Term B-3 Loan, 8.00%, (Prime + 4.75%), 11/27/23

     Luxembourg        8,000,000       8,007,504  

gMacy’s Inc., senior secured note, first lien, 144A, 8.375%, 6/15/25

     United States        6,246,000       6,226,481  

h,i,k,lMileage Plus Holdings LLC, Term Loan B, TBD, 6/25/27

     United States        4,012,000       3,989,075  

g,mMileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., senior secured note, first lien, 144A, 6.50%, 6/20/27

     United States        15,498,000       15,575,490  

h,iNavistar Inc., Tranche B Term Loan, 3.70%, (1-month USD LIBOR + 3.50%), 11/06/24

     United States        10,067,190       9,563,830  

gNavistar International Corp.,

       

senior note, 144A, 6.625%, 11/01/25

     United States        13,500,000       12,826,418  

senior secured note, 144A, 9.50%, 5/01/25.

     United States        7,061,400       7,595,418  

hOccidental Petroleum Corp., senior note, FRN, 1.842%, (3-month USD LIBOR + 1.45%), 8/15/22

     United States        4,260,700       3,921,477  

d,h,iSorenson Communications LLC, Initial Term Loans, 6.808%, (3-month USD LIBOR + 6.50%), 3/14/24.

     United States        11,106,686       10,967,853  

h,iVeritas U.S. Inc., Term Loan B1, 5.50%, (3-month USD LIBOR + 4.50%), 1/27/23

     United States        22,806,574       21,153,097  

gVeritas U.S. Inc./Veritas Bermuda Ltd.,

       

senior note, 144A, 7.50%, 2/01/23

     United States        3,682,000       3,640,191  

senior note, 144A, 10.50%, 2/01/24

     United States        30,222,000       27,158,849  

h,iWindstream Services LLC,

       

PSA Holder Revolving Commitment, 6.25%, (Prime + 3.00%), 2/20/49

     United States        74,847,868       46,031,439  

PSA Holder Term Loan B6, 8.25%, (Prime + 5.00%), 3/30/21

     United States        12,922,000       8,140,860  
       

 

 

 

Total Corporate Bonds, Notes and Senior Floating Rate Interests
(Cost $575,678,078)

          435,325,695  
       

 

 

 

 

     
franklintempleton.com    Semiannual Report           

19


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

      Country      Principal
Amount*
     Value  

Corporate Bonds and Notes in Reorganization 2.7%

        

nFrontier Communications Corp.,

        

senior note, 8.875%, 9/15/20

     United States      $ 21,382,000      $ 6,735,330  

senior note, 10.50%, 9/15/22

     United States        77,063,000        26,857,611  

senior note, 11.00%, 9/15/25

     United States        41,812,000        14,591,134  

g,nIntelsat Connect Finance SA, senior note, 144A, 9.50%, 2/15/23

     Luxembourg        48,845,000        12,363,890  

nIntelsat Jackson Holdings SA, senior bond, 5.50%, 8/01/23

     Luxembourg        45,750,000        26,179,294  

nWhiting Petroleum Corp., cvt., senior note, 1.25%, 2/20/49

     United States        10,964,000        1,672,010  
        

 

 

 

Total Corporate Bonds and Notes in Reorganization
(Cost $213,970,990)

           88,399,269  
        

 

 

 
            Shares         

Companies in Liquidation 0.0%

        

a,b,oBosgen Liquidating Trust c/o Verdolino and Lowey P.C., Contingent Distribution

     United States        159,828         

a,b,oTribune Media, Litigation Trust, Contingent Distribution

     United States        1,528,360         

a,b,oVistra Energy Corp., Litigation Trust, Contingent Distribution

     United States        104,175,133        57,296  

a,b,oWalter Energy Inc., Litigation Trust, Contingent Distribution

     United States        7,443,000         
        

 

 

 

Total Companies in Liquidation (Cost $3,234,626)

           57,296  
        

 

 

 
     Number of
Contracts
     Notional
Amount#
        

 

Options Purchased (Cost $373,718) 0.0%

        

Calls - Exchange-Traded

        

The Walt Disney Co., January Strike Price $140.00, Expires 1/15/21

     650        65,000        189,800  
        

 

 

 

Total Investments before Short Term Investments
(Cost $3,069,814,880)

           2,560,128,478  
        

 

 

 
     Country      Principal
Amount*
        

Short Term Investments 21.8%

        

Corporate Notes (Cost $1,218,613) 0.0%

        

Occidental Petroleum Corp., senior note, 4.85%, 3/15/21

     United States      $ 1,329,000        1,324,848  
        

 

 

 

U.S. Government and Agency Securities 21.7%

        

pFHLB, 7/01/20

     United States        89,200,000        89,200,000  

pU.S. Treasury Bill,

        

7/02/20

     United States        150,000,000        149,999,646  

7/07/20

     United States        80,000,000        79,998,500  

q7/16/20

     United States        50,000,000        49,997,838  

q7/23/20

     United States        50,000,000        49,996,639  

8/06/20

     United States        50,000,000        49,994,125  

8/13/20

     United States        31,000,000        30,995,557  

8/25/20

     United States        125,000,000        124,976,129  

11/12/20

     United States        40,000,000        39,978,783  

 

     

20

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

      Country        Principal
Amount*
       Value  

Short Term Investments (continued)

            

U.S. Government and Agency Securities (continued)

            

pU.S. Treasury Bill, (continued) q11/27/20

     United States        $ 43,000,000        $ 42,973,304  
            

 

 

 

Total U.S. Government and Agency Securities (Cost $708,029,167)

               708,110,521  
            

 

 

 

rInvestments from Cash Collateral Received for Loaned Securities 0.1%

            
          Shares       

Money Market Funds (Cost $2,998,000) 0.1%

            

s,tInstitutional Fiduciary Trust Money Market Portfolio, 0.00%

     United States          2,998,000          2,998,000  
            

 

 

 
              Principal
Amount*
          

Repurchase Agreements (Cost $720,465) 0.0%

            

uJoint Repurchase Agreement, 0.07%, 7/01/20 (Maturity Value $720,465)

            

BNP Paribas Securities Corp.

            

Collateralized by U.S. Treasury Bonds, 7.875%, 2/5/21; U.S. Treasury Notes, 0.125% - 2.875%, 12/31/20 - 1/31/24; U.S. Treasury Strips, 8/15/20 - 11/15/22 (valued at $734,875)

     United States        $ 720,465          720,465  
            

 

 

 

Total Investments from Cash Collateral Received for Loaned Securities (Cost $3,718,465)

               3,718,465  
            

 

 

 

Total Investments (Cost $3,782,781,125) 100.1%

               3,273,282,312  

Options Written (0.0)%

               (206,500

Securities Sold Short (0.2)%

               (5,419,276

Other Assets, less Liabilities 0.1%

               1,872,265  
            

 

 

 

Net Assets 100.0%

             $ 3,269,528,801  
            

 

 

 
     Number of
Contracts
       Notional
Amount#
          

vOptions Written (0.0)%

            

Puts - Exchange-Traded

            

  Western Digital Corp., July Strike Price $40.00, Expires 7/17/20

     500          50,000          (34,000

  Western Digital Corp., October Strike Price $40.00, Expires 10/16/20

     500          50,000          (172,500
            

 

 

 

Total Options Written (Premiums received $604,703)

             $ (206,500
            

 

 

 
     Country        Shares           

wSecurities Sold Short (0.2)%

            

 Common Stocks (0.2)%

            

 Biotechnology (0.1)%

            

 AbbVie Inc.

     United States          9,464          (929,176
            

 

 

 

 

     
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21


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

      

 

Country

 

 

 

      

 

Shares

 

 

 

      

 

Value

 

 

 

wSecurities Sold Short (continued)

            

  Common Stocks (continued)

            

  Internet & Direct Marketing Retail (0.1)%

            

  Alibaba Group Holding Ltd., ADR

     China          17,000        $   (3,666,900
            

 

 

 

  Pharmaceuticals (0.0)%

            

  Bristol-Myers Squibb Co.

     United States          14,000          (823,200
            

 

 

 

  Total Securities Sold Short (Proceeds $4,150,993)

             $   (5,419,276
            

 

 

 

Rounds to less than 0.1% of net assets.

*The principal amount is stated in U.S. dollars unless otherwise indicated.

#Notional amount is the number of units specified in the contract, and can include currency units, bushels, shares, pounds, barrels or other units. Currency units are stated in U.S. dollars unless otherwise indicated.

aNon-income producing.

bFair valued using significant unobservable inputs. See Note 15 regarding fair value measurements.

cSee Note 11 regarding restricted securities.

dSee Note 13 regarding holdings of 5% voting securities.

eA portion or all of the security is on loan at June 30, 2020. See Note 1(g).

fVariable rate security. The rate shown represents the yield at period end.

gSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. At June 30, 2020, the aggregate value of these securities was $231,711,179, representing 7.1% of net assets.

hThe coupon rate shown represents the rate at period end.

iSee Note 1(h) regarding senior floating rate interests.

jIncome may be received in additional securities and/or cash.

kSecurity purchased on a delayed delivery basis. See Note 1(d).

lA portion or all of the security represents an unsettled loan commitment. The coupon rate is to-be determined (TBD) at the time of settlement and will be based upon a reference index/floor plus a spread.

mSecurity purchased on a when-issued basis. See Note 1(d).

nSee Note 8 regarding credit risk and defaulted securities.

oContingent distributions represent the right to receive additional distributions, if any, during the reorganization of the underlying company. Shares represent total underlying principal of debt securities.

pThe security was issued on a discount basis with no stated coupon rate.

qA portion or all of the security has been segregated as collateral for securities sold short, open forward exchange contracts and/or open written options contracts. At June 30, 2020, the aggregate value of these securities pledged amounted to $4,652,576, representing 0.1% of net assets.

rSee Note 1(g) regarding securities on loan.

sSee Note 3(f) regarding investments in affiliated management investment companies.

tThe rate shown is the annualized seven-day effective yield at period end.

uSee Note 1(c) regarding joint repurchase agreement.

vSee Note 1(e) regarding written options.

wSee Note 1(f) regarding securities sold short.

 

     

22

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

At June 30, 2020, the Fund had the following futures contracts outstanding. See Note 1(e).

Futures Contracts

 

Description    Type      Number of
Contracts
     Notional
Amount*
     Expiration
Date
     Value/
Unrealized
Appreciation
(Depreciation)
 

 

Currency Contracts

              

EUR/USD

     Short        307        $43,185,306        9/14/20          $    292,397  

GBP/USD

     Short        735        56,948,719        9/14/20        1,599,809  
              

 

 

 

Total Futures Contracts

                   $1,892,206  
              

 

 

 

*As of period end.

At June 30, 2020, the Fund had the following forward exchange contracts outstanding. See Note 1(e).

Forward Exchange Contracts

 

Currency    Counterpartya    Type      Quantity      Contract
Amount
     Settlement
Date
     Unrealized
Appreciation
     Unrealized
Depreciation
 

 

OTC Forward Exchange Contracts

                    

Australian Dollar

     UBSW        Sell        19,802,991      $ 13,672,440        7/15/20      $ 6,159      $  

Euro

     BOFA        Buy        4,663,642        5,327,635        7/15/20               (86,566

Euro

     BOFA        Buy        5,267,451        5,901,438        7/15/20        18,200         

Euro

     BOFA        Sell        2,418,824        2,722,914        7/15/20        4,604         

Euro

     BOFA        Sell        3,208,689        3,568,266        7/15/20               (37,704

Euro

     BONY        Buy        1,851,031        2,126,514        7/15/20               (46,299

Euro

     BONY        Buy        2,469,439        2,763,903        7/15/20        11,290         

Euro

     HSBK        Buy        3,440,405        3,937,141        7/15/20               (70,765

Euro

     HSBK        Buy        4,903,052        5,408,002        7/15/20        102,120         

Euro

     HSBK        Sell        1,000,000        1,114,140        7/15/20               (9,675

Euro

     HSBK        Sell        22,742,983        25,588,813        7/15/20        29,916         

Euro

     SSBT        Buy        1,863,274        2,140,611        7/15/20               (46,636

Euro

     SSBT        Buy        2,309,714        2,590,084        7/15/20        5,606         

Euro

     SSBT        Sell        68,852        75,602        7/15/20               (1,775

Euro

     SSBT        Sell        25,091,223        28,231,904        7/15/20        34,021         

Euro

     UBSW        Buy        3,319,875        3,718,269        7/15/20        12,655         

Euro

     UBSW        Buy        5,337,035        6,096,334        7/15/20               (98,497

Euro

     UBSW        Sell        3,130,000        3,484,823        7/15/20               (32,717

Euro

     UBSW        Sell        4,600,000        5,191,187        7/15/20        21,640         

British Pound

     BOFA        Sell        8,985,817        11,680,601        7/16/20        545,709         

British Pound

     HSBK        Sell        8,688,671        11,356,166        7/16/20        589,486         

British Pound

     SSBT        Sell        6,898,671        9,014,528        7/16/20        465,950         

South Korean Won

     HSBK        Buy        2,777,803,773        2,267,066        7/17/20        48,892         

South Korean Won

     HSBK        Buy        7,845,359,600        6,596,065        7/17/20               (55,098

South Korean Won

     HSBK        Sell        10,623,163,373        9,138,011        7/17/20        281,087         

South Korean Won

     UBSW        Buy        3,720,017,367        3,079,593        7/17/20        21,923         

South Korean Won

     UBSW        Buy        5,417,216,800        4,549,607        7/17/20               (33,073

South Korean Won

     UBSW        Sell        9,137,234,167        7,869,547        7/17/20        251,496         

British Pound

     BOFA        Sell        4,834,708        6,298,706        8/14/20        306,780         

British Pound

     HSBK        Sell        33,137,884        43,170,774        8/14/20        2,101,130         

 

     
franklintempleton.com    Semiannual Report           

23


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

Forward Exchange Contracts (continued)

 

Currency    Counterpartya    Type      Quantity      Contract
Amount
     Settlement
Date
     Unrealized
Appreciation
     Unrealized
Depreciation
 

OTC Forward Exchange Contracts (continued)

 

                 

British Pound

     SSBT        Sell        31,594,609      $ 41,155,770        8/14/20      $ 1,998,793      $  

Euro

     BOFA        Sell        2,387,558        2,616,950        8/18/20               (68,310

Euro

     BONY        Sell        2,427,571        2,645,664        8/18/20               (84,598

Euro

     HSBK        Sell        2,412,167        2,631,293        8/18/20               (81,644

Euro

     UBSW        Sell        3,225,776        3,534,315        8/18/20               (93,681

Euro

     BOFA        Sell        795,009        867,609        10/07/20               (27,588

Euro

     BONY        Sell        901,914        1,016,843        10/07/20        1,268         

Euro

     BONY        Sell        3,047,961        3,319,422        10/07/20               (112,647

Euro

     HSBK        Sell        583,353        663,111        10/07/20        6,243         

Euro

     HSBK        Sell        2,056,355        2,277,869        10/07/20               (37,630

Euro

     SSBT        Sell        901,914        1,015,827        10/07/20        252         

Euro

     UBSW        Sell        529,857        581,977        10/07/20               (14,653

Euro

     UBSW        Sell        1,390,780        1,571,593        10/07/20        5,547         

British Pound

     SSBT        Sell        53,422,930        65,487,964        11/23/20               (765,428

British Pound

     UBSW        Sell        6,555,958        8,081,553        11/23/20               (48,935

British Pound

     UBSW        Sell        11,078,060        13,965,564        11/23/20        226,912         

Euro

     BOFA        Sell        779,201        867,610        11/23/20               (10,926

Euro

     HSBK        Sell        853,834        968,756        11/23/20        6,073         

Euro

     HSBK        Sell        2,619,389        2,918,828        11/23/20               (34,488

Euro

     SSBT        Sell        859,352        974,092        11/23/20        5,188         

Euro

     SSBT        Sell        1,679,428        1,866,765        11/23/20               (26,762

Euro

     UBSW        Sell        853,834        967,313        11/23/20        4,630         

Euro

     UBSW        Sell        1,965,971        2,182,208        11/23/20               (34,391
                 

 

 

 

Total Forward Exchange Contracts

                      $   7,113,570      $ (1,960,486
                 

 

 

 

Net unrealized appreciation (depreciation)

 

                   $   5,153,084     
              

 

 

    

aMay be comprised of multiple contracts with the same counterparty, currency and settlement date.

See Note 12 regarding other derivative information.

 

See Abbreviations on page 45.

 

     

24

          Semiannual Report  |  The accompanying notes are an integral part of these financial statements.   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

 

Statement of Assets and Liabilities

June 30, 2020 (unaudited)

Franklin Mutual Quest Fund

 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

     $3,706,989,678  

Cost - Non-controlled affiliates (Note 3f and 13)

     75,070,982  

Cost - Unaffiliated repurchase agreements

     720,465  
  

 

 

 

Value - Unaffiliated issuers+

     $3,070,291,411  

Value - Non-controlled affiliates (Note 3f and 13)

     202,270,436  

Value - Unaffiliated repurchase agreements

     720,465  

Cash

     4,137,777  

Foreign currency, at value (cost $988,097)

     988,097  

Receivables:

  

Capital shares sold

     1,049,590  

Dividends and interest

     11,256,865  

European Union tax reclaims

     644,757  

Affiliates

     221,728  

Deposits with brokers for:

  

Securities sold short

     5,484,793  

Futures contracts

     2,688,255  

Unrealized appreciation on OTC forward exchange contracts

     7,113,570  

Other assets

     1,007,318  
  

 

 

 

Total assets

         3,307,875,062  
  

 

 

 

Liabilities:

  

Payables:

  

Investment securities purchased

     19,236,035  

Capital shares redeemed

     4,122,603  

Management fees

     1,849,636  

Distribution fees

     234,282  

Transfer agent fees

     415,843  

Trustees’ fees and expenses

     374,506  

Variation margin on futures contracts

     489,613  

Options written, at value (premiums received $604,703)

     206,500  

Securities sold short, at value (proceeds $4,150,993)

     5,419,276  

Payable upon return of securities loaned

     3,718,465  

Unrealized depreciation on OTC forward exchange contracts

     1,960,486  

Accrued expenses and other liabilities

     319,016  
  

 

 

 

Total liabilities

     38,346,261  
  

 

 

 

Net assets, at value

     $3,269,528,801  
  

 

 

 

Net assets consist of:

  

Paid-in capital

     $4,215,365,290  

Total distributable earnings (losses)

     (945,836,489
  

 

 

 

Net assets, at value

     $3,269,528,801  
  

 

 

 

+Includes securities loaned

     $        3,427,825  

 

     
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25


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Assets and Liabilities (continued)

June 30, 2020 (unaudited)

 

Franklin Mutual Quest Fund

 

Class Z:

  

Net assets, at value

       $ 2,349,299,503  
  

 

 

 

Shares outstanding

     198,099,828  
  

 

 

 

Net asset value and maximum offering price per share

     $11.86  
  

 

 

 

Class A:

  

Net assets, at value

       $ 763,412,814  
  

 

 

 

Shares outstanding

     65,494,689  
  

 

 

 

Net asset value per sharea

     $11.66  
  

 

 

 

Maximum offering price per share (net asset value per share ÷ 94.50%)

     $12.34  
  

 

 

 

Class C:

  

Net assets, at value

       $ 75,474,245  
  

 

 

 

Shares outstanding

     6,551,835  
  

 

 

 

Net asset value and maximum offering price per sharea

     $11.52  
  

 

 

 

Class R:

  

Net assets, at value

       $ 2,881,706  
  

 

 

 

Shares outstanding

     251,744  
  

 

 

 

Net asset value and maximum offering price per share

     $11.45  
  

 

 

 

Class R6:

  

Net assets, at value

       $ 78,460,533  
  

 

 

 

Shares outstanding

     6,622,609  
  

 

 

 

Net asset value and maximum offering price per share

     $11.85  
  

 

 

 

 

 

aRedemption price is equal to net asset value less contingent deferred sales charges, if applicable.

 

     

26

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

 

Statement of Operations

for the six months ended June 30, 2020 (unaudited)

Franklin Mutual Quest Fund

 

Investment income:

  

Dividends: (net of foreign taxes)*

  

Unaffiliated issuers

   $ 49,110,099  

Non-controlled affiliates (Note 3f and 13)

     431,052  

Interest:

  

Unaffiliated issuers

     30,615,806  

Adjustment for uncollectible interest (Note 8)

     (10,102,743

Non-controlled affiliates (Note 13)

     2,740,569  

Income from securities loaned:

  

Unaffiliated entities (net of fees and rebates)

     41,788  

Non-controlled affiliates (Note 3f)

     4,386  
  

 

 

 

Total investment income

         72,840,957  
  

 

 

 

Expenses:

  

Management fees (Note 3a)

     12,152,701  

Distribution fees: (Note 3c)

  

Class A

     1,071,917  

Class C

     446,910  

Class R

     7,686  

Transfer agent fees: (Note 3e)

  

Class Z

     1,031,349  

Class A

     345,157  

Class C

     35,991  

Class R

     1,244  

Class R6

     24,106  

Custodian fees (Note 4)

     65,351  

Reports to shareholders

     112,193  

Registration and filing fees

     77,176  

Professional fees

     84,962  

Trustees’ fees and expenses

     146,517  

Dividends on securities sold short

     798,284  

Other

     49,598  
  

 

 

 

Total expenses

     16,451,142  

Expense reductions (Note 4)

     (38,704

Expenses waived/paid by affiliates (Note 3f and 3g)

     (16,954
  

 

 

 

Net expenses

     16,395,484  
  

 

 

 

 Net investment income

     56,445,473  
  

 

 

 

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments:

  

Unaffiliated issuers

     (196,210,653

Non-controlled affiliates (Note 3f and 13)

     1,493,148  

Written options

     1,464,632  

Foreign currency transactions

     (959,022

Forward exchange contracts

     4,083,300  

Futures contracts

     2,132,029  

Securities sold short

     (4,688,215
  

 

 

 

 Net realized gain (loss)

     (192,684,781
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

Investments:

  

Unaffiliated issuers

     (548,520,794

Non-controlled affiliates (Note 3f and 13)

     (3,141,829
  

 

     
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27


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Operations (continued)

for the six months ended June 30, 2020 (unaudited)

 

Franklin Mutual Quest Fund

 

Translation of other assets and liabilities denominated in foreign currencies

     (234,462

Forward exchange contracts

     18,217,170  

Written options

     364,078  

Futures contracts

     2,981,503  

Securities sold short

     4,553,746  
  

 

 

 

 Net change in unrealized appreciation (depreciation)

         (525,780,588
  

 

 

 

Net realized and unrealized gain (loss)

     (718,465,369
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     $(662,019,896
  

 

 

 
  
  

*Foreign taxes withheld on dividends

   $ 573,442  
  

 

     

28

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

 

Statements of Changes in Net Assets

Franklin Mutual Quest Fund

 

      Six Months Ended
June 30, 2020
(unaudited)
    Year Ended
December 31, 2019
 

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

           $ 56,445,473     $ 140,355,063  

Net realized gain (loss)

     (192,684,781     (205,867,676

Net change in unrealized appreciation (depreciation)

     (525,780,588     583,830,277  
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     (662,019,896     518,317,664  
  

 

 

 

Distributions to shareholders:

    

Class Z

           (104,723,243

Class A

           (33,694,633

Class C

           (2,725,827

Class R

           (102,662

Class R6

           (3,763,980
  

 

 

 

Total distributions to shareholders

           (145,010,345
  

 

 

 

Capital share transactions: (Note 2)

    

Class Z

     (225,055,446     (273,149,893

Class A

     (111,914,229     (122,215,243

Class C

     (19,989,302     (40,715,515

Class R

     48,027       223,722  

Class R6

     (13,514,749     (18,209,640
  

 

 

 

Total capital share transactions

     (370,425,699     (454,066,569
  

 

 

 

Net increase (decrease) in net assets

     (1,032,445,595     (80,759,250

Net assets:

    

Beginning of period

     4,301,974,396       4,382,733,646  
  

 

 

 

End of period

           $ 3,269,528,801     $ 4,301,974,396  
  

 

 

 

 

     
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29


FRANKLIN MUTUAL SERIES FUNDS

    

 

Notes to Financial Statements (unaudited)

Franklin Mutual Quest Fund

 

1.   Organization and Significant Accounting Policies

Franklin Mutual Series Funds (Trust) is registered under the Investment Company Act of 1940 (1940 Act) as an open-end management investment company, consisting of six separate funds and applies the specialized accounting and reporting guidance in U.S. Generally Accepted Accounting Principles (U.S. GAAP). Franklin Mutual Quest Fund (Fund) is included in this report. The Fund offers five classes of shares: Class Z, Class A, Class C, Class R and Class R6. Class C shares automatically convert to Class A shares after they have been held for 10 years. Each class of shares may differ by its initial sales load, contingent deferred sales charges, voting rights on matters affecting a single class, its exchange privilege and fees due to differing arrangements for distribution and transfer agent fees.

The following summarizes the Fund’s significant accounting policies.

a.   Financial Instrument Valuation

The Fund’s investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund calculates the net asset value (NAV) per share each business day as of 4 p.m. Eastern time or the regularly scheduled close of the New York Stock Exchange (NYSE), whichever is earlier. Under compliance policies and procedures approved by the Trust’s Board of Trustees (the Board), the Fund’s administrator has responsibility for oversight of valuation, including leading the cross-functional Valuation Committee (VC). The Fund may utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities and derivative financial instruments listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or as of 4 p.m. Eastern time. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at 4 p.m. Eastern time on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple

exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities.

Debt securities generally trade in the OTC market rather than on a securities exchange. The Fund’s pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, credit spreads, estimated default rates, anticipated market interest rate volatility, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value. Securities denominated in a foreign currency are converted into their U.S. dollar equivalent at the foreign exchange rate in effect at 4 p.m. Eastern time on the date that the values of the foreign debt securities are determined.

Investments in open-end mutual funds are valued at the closing NAV. Investments in repurchase agreements are valued at cost, which approximates fair value.

Certain derivative financial instruments trade in the OTC market. The Fund’s pricing services use various techniques including industry standard option pricing models and proprietary discounted cash flow models to determine the fair value of those instruments. The Fund’s net benefit or obligation under the derivative contract, as measured by the fair value of the contract, is included in net assets.

The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the Fund primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the

 

 

     

30

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed.

Trading in securities on foreign securities stock exchanges and OTC markets may be completed before 4 p.m. Eastern time. In addition, trading in certain foreign markets may not take place on every Fund’s business day. Events can occur between the time at which trading in a foreign security is completed and 4 p.m. Eastern time that might call into question the reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between the value of the Fund’s portfolio securities as determined at the foreign market close and the latest indications of value at 4 p.m. Eastern time. In order to minimize the potential for these differences, an independent pricing service may be used to adjust the value of the Fund’s portfolio securities to the latest indications of fair value at 4 p.m. Eastern time. At June 30, 2020, certain securities may have been fair valued using these procedures, in which case the securities were categorized as Level 2 inputs within the fair value hierarchy. See the Fair Value Measurements note for more information.

When the last day of the reporting period is a non-business day, certain foreign markets may be open on those days that the Fund’s NAV is not calculated, which could result in differences between the value of the Fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.

b.   Foreign Currency Translation

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Portfolio securities and assets and liabilities denominated in foreign currencies contain risks that those currencies will decline in value relative to the U.S. dollar. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent

value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board.

The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments in the Statement of Operations.

Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.

c.   Joint Repurchase Agreement

The Fund enters into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the Fund to the seller, collateralized by securities which are delivered to the Fund’s custodian. The fair value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. Repurchase agreements are subject to the terms of Master Repurchase Agreements (MRAs) with approved counterparties (sellers). The MRAs contain various provisions, including but not limited to events of default and maintenance of collateral for repurchase agreements. In the event of default by either the seller or the Fund, certain MRAs may permit the non-defaulting party to net and close-out all transactions, if any, traded under such agreements. The Fund may sell securities it holds as collateral and apply the proceeds towards the repurchase price and any other amounts owed by the seller to the Fund in the event of default by the seller. This could involve costs or delays in addition to a loss on the securities if their value falls

 

 

     
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31


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

 

Franklin Mutual Quest Fund (continued)

 

1.   Organization and Significant Accounting Policies (continued)

c.   Joint Repurchase Agreement (continued)

below the repurchase price owed by the seller. The joint repurchase agreement held by the Fund at period end, as indicated in the Statement of Investments, had been entered into on June 30, 2020.

d.   Securities Purchased on a When-Issued or Delayed Delivery Basis

The Fund purchases securities on a when-issued or delayed delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of holding the securities, it may sell the securities before the settlement date. Sufficient assets have been segregated for these securities.

e.   Derivative Financial Instruments

The Fund invested in derivative financial instruments in order to manage risk or gain exposure to various other investments or markets. Derivatives are financial contracts based on an underlying or notional amount, require no initial investment or an initial net investment that is smaller than would normally be required to have a similar response to changes in market factors, and require or permit net settlement. Derivatives contain various risks including the potential inability of the counterparty to fulfill their obligations under the terms of the contract, the potential for an illiquid secondary market, and/or the potential for market movements which expose the Fund to gains or losses in excess of the amounts shown in the Statement of Assets and Liabilities. Realized gain and loss and unrealized appreciation and depreciation on these contracts for the period are included in the Statement of Operations.

Derivative counterparty credit risk is managed through a formal evaluation of the creditworthiness of all potential counterparties. The Fund attempts to reduce its exposure to counterparty credit risk on OTC derivatives, whenever possible, by entering into International Swaps and Derivatives Association (ISDA) master agreements with certain counterparties. These agreements contain various provisions, including but not limited to collateral requirements, events of default, or early termination. Termination events applicable to

the counterparty include certain deteriorations in the credit quality of the counterparty. Termination events applicable to the Fund include failure of the Fund to maintain certain net asset levels and/or limit the decline in net assets over various periods of time. In the event of default or early termination, the ISDA master agreement gives the non-defaulting party the right to net and close-out all transactions traded, whether or not arising under the ISDA agreement, to one net amount payable by one counterparty to the other. However, absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities. Early termination by the counterparty may result in an immediate payment by the Fund of any net liability owed to that counterparty under the ISDA agreement. At June 30, 2020, the Fund had OTC derivatives in a net liability position of $230,986 and the aggregate value of collateral pledged for such contracts was $262,837.

Collateral requirements differ by type of derivative. Collateral or initial margin requirements are set by the broker or exchange clearing house for exchange traded and centrally cleared derivatives. Initial margin deposited is held at the exchange and can be in the form of cash and/or securities. For OTC derivatives traded under an ISDA master agreement, posting of collateral is required by either the Fund or the applicable counterparty if the total net exposure of all OTC derivatives with the applicable counterparty exceeds the minimum transfer amount, which typically ranges from $100,000 to $250,000, and can vary depending on the counterparty and the type of the agreement. Generally, collateral is determined at the close of Fund business each day and any additional collateral required due to changes in derivative values may be delivered by the Fund or the counterparty the next business day, or within a few business days. Collateral pledged and/or received by the Fund for OTC derivatives, if any, is held in segregated accounts with the Fund’s custodian/counterparty broker and can be in the form of cash and/or securities. Unrestricted cash may be invested according to the Fund’s investment objectives. To the extent that the amounts due to the Fund from its counterparties are not subject to collateralization or are not fully collateralized, the Fund bears the risk of loss from counterparty non-performance.

At June 30, 2020, the Fund received $6,515,351 in U.K. Treasury Bonds and U.S. Treasury Bills, Bonds and Notes as collateral for derivatives.

 

 

     

32

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

The Fund entered into exchange traded futures contracts primarily to manage exposure to certain foreign currencies. A futures contract is an agreement between the Fund and a counterparty to buy or sell an asset at a specified price on a future date. Required initial margins are pledged by the Fund, and the daily change in fair value is accounted for as a variation margin payable or receivable in the Statement of Assets and Liabilities.

The Fund entered into OTC forward exchange contracts primarily to manage exposure to certain foreign currencies. A forward exchange contract is an agreement between the Fund and a counterparty to buy or sell a foreign currency at a specific exchange rate on a future date.

The Fund purchased or wrote exchange traded and/or OTC option contracts primarily to manage exposure to equity price risk. An option is a contract entitling the holder to purchase or sell a specific amount of shares or units of an asset or notional amount of a swap (swaption), at a specified price. When an option is purchased or written, an amount equal to the premium paid or received is recorded as an asset or liability, respectively. Upon exercise of an option, the acquisition cost or sales proceeds of the underlying investment is adjusted by any premium received or paid. Upon expiration of an option, any premium received or paid is recorded as a realized gain or loss. Upon closing an option other than through expiration or exercise, the difference between the premium received or paid and the cost to close the position is recorded as a realized gain or loss.

See Note 12 regarding other derivative information.

f.   Securities Sold Short

The Fund is engaged in selling securities short, which obligates the Fund to replace a borrowed security with the same security at current fair value. The Fund incurs a loss if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund realizes a gain if the price of the security declines between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are potentially unlimited in size.

The Fund is required to establish a margin account with the broker lending the security sold short. While the short sale is outstanding, the broker retains the proceeds of the short sale to the extent necessary to meet margin requirements until the short position is closed out. A deposit must also be

 

maintained with the Fund’s custodian/counterparty broker consisting of cash and/or securities having a value equal to a specified percentage of the value of the securities sold short. The Fund is obligated to pay fees for borrowing the securities sold short and is required to pay the counterparty any dividends and/or interest due on securities sold short. Such dividends and/or interest and any security borrowing fees are recorded as an expense to the Fund.

g.   Securities Lending

The Fund participates in an agency based securities lending program to earn additional income. The Fund receives cash collateral against the loaned securities in an amount equal to at least 102% of the fair value of the loaned securities. Collateral is maintained over the life of the loan in an amount not less than 100% of the fair value of loaned securities, as determined at the close of Fund business each day; any additional collateral required due to changes in security values is delivered to the Fund on the next business day. The collateral is deposited into a joint cash account with other funds and is used to invest in a money market fund managed by Franklin Advisers, Inc., an affiliate of the Fund, and/or a joint repurchase agreement in the Statement of Assets and Liabilities. The Fund may receive income from the investment of cash collateral, in addition to lending fees and rebates paid by the borrower. Income from securities loaned, net of fees paid to the securities lending agent and/or third-party vendor, is reported separately in the Statement of Operations. The Fund bears the market risk with respect to the collateral investment, securities loaned, and the risk that the agent may default on its obligations to the Fund. If the borrower defaults on its obligation to return the securities loaned, the Fund has the right to repurchase the securities in the open market using the collateral received. The securities lending agent has agreed to indemnify the Fund in the event of default by a third party borrower.

h.   Senior Floating Rate Interests

The Fund invests in senior secured corporate loans that pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or the London InterBank Offered Rate (LIBOR). Senior secured corporate loans often require prepayment of principal from excess cash flows or at the discretion of the borrower. As a result, actual maturity may be substantially

 

 

     
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33


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

1. Organization and Significant Accounting Policies (continued)

h. Senior Floating Rate Interests (continued)

less than the stated maturity. Senior secured corporate loans in which the Fund invests are generally readily marketable, but may be subject to certain restrictions on resale.

i. Income and Deferred Taxes

It is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code. The Fund intends to distribute to shareholders substantially all of its taxable income and net realized gains to relieve it from federal income and excise taxes. As a result, no provision for U.S. federal income taxes is required.

The Fund may be subject to foreign taxation related to income received, capital gains on the sale of securities and certain foreign currency transactions in the foreign jurisdictions in which it invests. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. When a capital gain tax is determined to apply, the Fund records an estimated deferred tax liability in an amount that would be payable if the securities were disposed of on the valuation date.

As a result of several court cases, in certain countries across the European Union, the Fund filed additional tax reclaims for previously withheld taxes on dividends earned in those countries (EU reclaims). These additional filings are subject to various administrative proceedings by the local jurisdictions’ tax authorities within the European Union, as well as a number of related judicial proceedings. Income recognized, if any, for EU reclaims is reflected as other income in the Statement of Operations and any related receivable, if any, is reflected as European Union tax reclaims in the Statement of Assets and Liabilities. When uncertainty exists as to the ultimate resolution of these proceedings, the likelihood of receipt of these EU reclaims, and the potential timing of payment, no amounts are reflected in the financial statements. For U.S. income tax purposes, EU reclaims received by the Fund, if any, reduce the amounts of foreign taxes Fund shareholders can use as tax credits in their individual income tax returns.

The Fund may recognize an income tax liability related to its uncertain tax positions under U.S. GAAP when the uncertain tax position has a less than 50% probability that it will be

sustained upon examination by the tax authorities based on its technical merits. As of June 30, 2020, the Fund has determined that no tax liability is required in its financial statements related to uncertain tax positions for any open tax years (or expected to be taken in future tax years). Open tax years are those that remain subject to examination and are based on the statute of limitations in each jurisdiction in which the Fund invests.

j. Security Transactions, Investment Income, Expenses and Distributions

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income and dividends declared on securities sold short are recorded on the ex-dividend date except for certain dividends from securities where the dividend rate is not available. In such cases, the dividend is recorded as soon as the information is received by the Fund. Distributions to shareholders are recorded on the ex-dividend date. Distributable earnings are determined according to income tax regulations (tax basis) and may differ from earnings recorded in accordance with U.S. GAAP. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods.

Common expenses incurred by the Trust are allocated among the Funds based on the ratio of net assets of each Fund to the combined net assets of the Trust or based on the ratio of number of shareholders of each Fund to the combined number of shareholders of the Trust. Fund specific expenses are charged directly to the Fund that incurred the expense.

Realized and unrealized gains and losses and net investment income, excluding class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions by class are generally due to differences in class specific expenses.

 

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

k. Accounting Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

l. Guarantees and Indemnifications

Under the Trust’s organizational documents its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust.

Additionally, in the normal course of business, the Trust, on behalf of the Fund, enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote.

 

 

2. Shares of Beneficial Interest

At June 30, 2020, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

    

Six Months Ended

June 30, 2020

    

Year Ended

December 31, 2019

 
          Shares              Amount              Shares              Amount      

Class Z Shares:

           

Shares sold

     6,389,687      $ 79,634,973        15,090,002      $ 210,921,808  

Shares issued in reinvestment of distributions

                   7,039,345        99,052,207  

Shares redeemed

     (24,616,986      (304,690,419      (41,662,846      (583,123,908
       

Net increase (decrease)

     (18,227,299    $ (225,055,446      (19,533,499    $ (273,149,893

Class A Shares:

           

Shares solda

     3,227,146      $ 38,953,442        8,918,707      $ 122,459,568  

Shares issued in reinvestment of distributions

                   2,357,320        32,648,125  

Shares redeemed

     (12,564,371      (150,867,671      (20,150,894      (277,322,936
       

Net increase (decrease)

     (9,337,225    $ (111,914,229      (8,874,867    $ (122,215,243

Class C Shares:

           

Shares sold

     297,342      $ 3,643,656        1,166,930      $ 15,819,778  

Shares issued in reinvestment of distributions

                   195,226        2,680,611  

Shares redeemeda

     (1,958,020      (23,632,958      (4,357,765      (59,215,904
       

Net increase (decrease)

     (1,660,678    $ (19,989,302      (2,995,609    $ (40,715,515

Class R Shares:

           

Shares sold

     37,559      $ 476,257        96,194      $ 1,289,422  

Shares issued in reinvestment of distributions

                   7,540        102,662  

Shares redeemed

     (36,785      (428,230      (86,277      (1,168,362
       

Net increase (decrease)

     774      $ 48,027        17,457      $ 223,722  

 

     
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35


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

2. Shares of Beneficial Interest (continued)

 

    

    Six Months Ended    

June 30, 2020

    

Year Ended

    December 31, 2019    

 
          Shares              Amount              Shares              Amount      

Class R6 Shares:

           

Shares sold

     787,197      $ 9,490,293        1,870,657      $ 26,089,722  

Shares issued in reinvestment of distributions

                   264,636        3,718,560  

Shares redeemed

     (1,834,088      (23,005,042      (3,434,204      (48,017,922
       

Net increase (decrease)

     (1,046,891    $ (13,514,749      (1,298,911    $ (18,209,640

aMay include a portion of Class C shares that were automatically converted to Class A.

3. Transactions with Affiliates

Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:

 

Subsidiary      Affiliation

Franklin Mutual Advisers, LLC (Franklin Mutual)

     Investment manager

Franklin Templeton Services, LLC (FT Services)

     Administrative manager

Franklin Templeton Distributors, Inc. (Distributors)

     Principal underwriter

Franklin Templeton Investor Services, LLC (Investor Services)

     Transfer agent

a. Management Fees

The Fund pays an investment management fee to Franklin Mutual based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets

0.675%

   Up to and including $5 billion

0.645%

   Over $5 billion, up to and including $7 billion

0.625%

   Over $7 billion, up to and including $10 billion

0.615%

   In excess of $10 billion

b. Administrative Fees

Under an agreement with Franklin Mutual, FT Services provides administrative services to the Fund. The fee is paid by Franklin Mutual based on the Fund’s average daily net assets, and is not an additional expense of the Fund.

c. Distribution Fees

The Board has adopted distribution plans for each share class, with the exception of Class Z and Class R6 shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s Class A reimbursement distribution plan, the Fund reimburses Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate. Under the Class A reimbursement distribution plan, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. In addition, under the Fund’s Class C and R compensation distribution plans, the Fund

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

pays Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate for each class. The plan year, for purposes of monitoring compliance with the maximum annual plan rates, is February 1 through January 31.

The maximum annual plan rates, based on the average daily net assets, for each class, are as follows:

 

Class A

     0.35

Class C

     1.00

Class R

     0.50

The Board has set the current rate at 0.25% per year for Class A shares until further notice and approval by the Board.

d. Sales Charges/Underwriting Agreements

Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. These charges are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. Distributors has advised the Fund of the following commission transactions related to the sales and redemptions of the Fund’s shares for the period:

 

Sales charges retained net of commissions paid to  unaffiliated
brokers/dealers.

   $ 31,144  

CDSC retained

   $ 6,458  

e. Transfer Agent Fees

Each class of shares pays transfer agent fees to Investor Services for its performance of shareholder servicing obligations. The fees are based on an annualized asset based fee of 0.02% plus a transaction based fee. In addition, each class reimburses Investor Services for out of pocket expenses incurred and, except for Class R6, reimburses shareholder servicing fees paid to third parties. These fees are allocated daily based upon their relative proportion of such classes’ aggregate net assets. Class R6 pays Investor Services transfer agent fees specific to that class.

For the period ended June 30, 2020, the Fund paid transfer agent fees of $1,437,847, of which $748,010 was retained by Investor Services.

f. Investments in Affiliated Management Investment Companies

The Fund invests in one or more affiliated management investment companies for purposes other than exercising a controlling influence over the management or policies. Management fees paid by the Fund are waived on assets invested in the affiliated management investment companies, as noted in the Statement of Operations, in an amount not to exceed the management and administrative fees paid directly or indirectly by each affiliate. During the period ended June 30, 2020, the Fund held investments in affiliated management investment companies as follows:

 

      Value at
Beginning
of Period
     Purchases      Sales    

Realized

Gain (Loss)

    

Net Change in

Unrealized

Appreciation

(Depreciation)

    

Value at

End of

Period

    

Number of

Shares

Held at End

of Period

    

Income from

securities loaned

 

 

Non-Controlled Affiliates

 

                

 

Institutional Fiduciary Trust Money Market Portfolio, 0.00%

   $      $ 12,180,000      $ (9,182,000   $      $      $ 2,998,000        2,998,000        $4,386  

 

     
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37


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

3. Transactions with Affiliates (continued)

g. Waiver and Expense Reimbursements

Investor Services has contractually agreed in advance to waive or limit its fees so that the Class R6 transfer agent fees do not exceed 0.02% based on the average net assets of the class until April 30, 2021.

h. Interfund Transactions

The Fund engaged in purchases and sales of investments with funds or other accounts that have common investment managers (or affiliated investment managers), directors, trustees or officers. During the period ended June 30, 2020, these purchase and sale transactions aggregated $10,210,804 and $0, respectively.

4. Expense Offset Arrangement

The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s custodian expenses. During the period ended June 30, 2020, the custodian fees were reduced as noted in the Statement of Operations.

5. Independent Trustees’ Retirement Plan

On January 1, 1993, the Trust adopted an Independent Trustees’ Retirement Plan (Plan). The Plan is an unfunded defined benefit plan that provides benefit payments to Trustees whose length of service and retirement age meets the eligibility requirements of the Plan. Benefits under the Plan are based on years of service and fees paid to each trustee at the time of retirement. Effective in December 1996, the Plan was closed to new participants.

During the period ended June 30, 2020, the Fund’s projected benefit obligation and benefit payments under the Plan were as follows:

 

aProjected benefit obligation at June 30, 2020

   $ 371,131  

bIncrease in projected benefit obligation

   $ 17,804  

Benefit payments made to retired trustees

   $ (2,338

aThe projected benefit obligation is included in trustees’ fees and expenses in the Statement of Assets and Liabilities.

bThe increase in projected benefit obligation is included in trustees’ fees and expenses in the Statement of Operations.

6. Income Taxes

For tax purposes, capital losses may be carried over to offset future capital gains.

At December 31, 2019, the capital loss carryforwards were as follows:

 

Capital loss carryforwards not subject to expiration:

  

Long term

   $ 271,513,668  

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

At June 30, 2020, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:

 

Cost of investments

     $ 3,819,139,707  
  

 

 

 

Unrealized appreciation

     $ 245,713,142  

Unrealized depreciation

     (788,939,043
  

 

 

 

Net unrealized appreciation (depreciation)

     $ (543,225,901
  

 

 

 

Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatments of wash sales and foreign currency transactions.

7. Investment Transactions

Purchases and sales of investments (excluding short term securities and securities sold short) for the period ended June 30, 2020, aggregated $865,364,378 and $1,197,670,108, respectively.

At June 30, 2020, in connection with securities lending transactions, the Fund loaned equity investments and received $3,718,465 of cash collateral. The gross amount of recognized liability for such transactions is included in payable upon return of securities loaned in the Statement of Assets and Liabilities. The agreements can be terminated at any time.

8. Credit Risk and Defaulted Securities

The Fund may purchase the pre-default or defaulted debt of distressed companies. Distressed companies are financially troubled and could be or are already involved in financial restructuring or bankruptcy. Risks associated with purchasing these securities include the possibility that the bankruptcy or other restructuring process takes longer than expected, or that distributions in restructuring are less than anticipated, either or both of which may result in unfavorable consequences to the Fund. If it becomes probable that the income on debt securities, including those of distressed companies, will not be collected, the Fund discontinues accruing income and recognizes an adjustment for uncollectible interest. For the period ended June 30, 2020, the Fund recorded an adjustment for uncollectible interest of $10,102,743, as noted in the Statement of Operations.

At June 30, 2020, the aggregate long value of distressed company securities for which interest recognition has been discontinued was $88,399,269, representing 2.7% of the Fund’s net assets. For information as to specific securities, see the accompanying Statement of Investments.

9. Concentration of Risk

Investing in foreign securities may include certain risks and considerations not typically associated with investing in U.S. securities, such as fluctuating currency values and changing local, regional and global economic, political and social conditions, which may result in greater market volatility. Current political and financial uncertainty surrounding the European Union may increase market volatility and the economic risk of investing in securities in Europe. In addition, certain foreign securities may not be as liquid as U.S. securities.

10. Novel Coronavirus Pandemic

The global outbreak of the novel coronavirus disease, known as COVID-19, has caused adverse effects on many companies, sectors, nations, regions and the markets in general, and may continue for an unpredictable duration. The effects of this pandemic may materially impact the value and performance of the Fund, its ability to buy and sell fund investments at appropriate valuations and its ability to achieve its investment objectives.

 

     
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39


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

11. Restricted Securities

The Fund invests in securities that are restricted under the Securities Act of 1933 (1933 Act). Restricted securities are often purchased in private placement transactions, and cannot be sold without prior registration unless the sale is pursuant to an exemption under the 1933 Act. Disposal of these securities may require greater effort and expense, and prompt sale at an acceptable price may be difficult. The Fund may have registration rights for restricted securities. The issuer generally incurs all registration costs.

At June 30, 2020, investments in restricted securities, excluding securities exempt from registration under the 1933 Act, were as follows:

 

Shares/

Warrants

   Issuer   

Acquisition

Date

     Cost      Value  

2,548,299

     International Automotive Components Group Brazil LLC      4/13/06 - 12/26/08        $1,692,334      $ 47,918   

1,110,000

   a Lee Enterprises Inc., wts., 12/31/22      3/31/14        1,490,026        322,568   

224,279

   b Sorenson Communications LLC, Membership Interests      4/30/14               157,052,072   
        

 

 

 
       Total Restricted Securities (Value is 4.8% of Net Assets)         $3,182,360      $ 157,422,558   
        

 

 

 

aThe Fund also invests in unrestricted securities of other investments in the issuer, valued at $2,319,703 as of June 30, 2020.

bThe Fund also invests in unrestricted securities of other investments in the issuer, valued at $10,967,853 as of June 30, 2020.

12. Other Derivative Information

At June 30, 2020, investments in derivative contracts are reflected in the Statement of Assets and Liabilities as follows:

 

    

Asset Derivatives

    

Liability Derivatives

 

Derivative Contracts

Not Accounted for as

Hedging Instruments

  

Statement of

Assets and Liabilities

Location

   Fair Value     

Statement of

Assets and Liabilities

Location

   Fair Value  

Foreign exchange contracts

  

Variation margin on futures contracts

   $
 
1,892,206

 
  

Variation margin on futures contracts

   $  
  

Unrealized appreciation on OTC forward exchange contracts

     7,113,570     

Unrealized depreciation on OTC forward exchange contracts

     1,960,486  

Equity contracts

  

Investments in securities, at value

     189,800 b     

Options written, at value

     206,500  
     

 

 

       

 

 

 

Totals

      $ 9,195,576         $ 2,166,986  
     

 

 

       

 

 

 

aThis amount reflects the cumulative appreciation (depreciation) of futures contracts as reported in the Statement of Investments. Only the variation margin receivable/ payable at period end is separately reported within the Statement of Assets and Liabilities. Prior variation margin movements were recorded to cash upon receipt or payment.

bPurchased option contracts are included in investments in securities, at value in the Statement of Assets and Liabilities.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

For the period ended June 30, 2020, the effect of derivative contracts in the Statement of Operations was as follows:

 

Derivative Contracts

Not Accounted for as

Hedging Instruments

  

Statement of

Operations Location

  

Net Realized
Gain (Loss) for

the Period

   

Statement of

Operations Location

  

Net Change in

Unrealized

Appreciation

(Depreciation)

for the Period

 

 

 
  

Net realized gain (loss) from:

     Net change in unrealized appreciation (depreciation) on:   

Foreign exchange contracts

  

Forward exchange contracts

     $4,083,300     Forward exchange contracts      $18,217,170  
  

Futures contracts

     2,132,029     Futures contracts      2,981,503  

Equity contracts

  

Investments

     (96,019 )a     Investments      (141,379 )a  
  

Written options

     1,464,632     Written options      364,078  
     

 

 

      

 

 

 

Totals

            $7,583,942            $21,421,372  
     

 

 

      

 

 

 

aPurchased option contracts are included in net realized gain (loss) from investments and net change in unrealized appreciation (depreciation) on investments in the Statement of Operations.

For the period ended June 30, 2020, the average month end notional amount of futures contracts and options represented $110,714,099 and 636,543 shares, respectively. The average month end contract value of forward exchange contracts was $483,966,628.

See Note 1(e) regarding derivative financial instruments.

13. Holdings of 5% Voting Securities of Portfolio Companies

The 1940 Act defines “affiliated companies” to include investments in portfolio companies in which a fund owns 5% or more of the outstanding voting securities. During the period ended June 30, 2020, investments in “affiliated companies” were as follows:

 

Name of Issuer  

Value at

Beginning

of Period

    Purchases     Sales    

Realized

Gain (Loss)

   

Net Change in

Unrealized

Appreciation

(Depreciation)

   

Value at

End of

Period

   

Number of Shares/

Units/Principal
Amount Held

at End

of Period

   

Investment

Income

 

Non-Controlled Affiliates

 

           
                                                  Dividends  

Advanced Emissions Solutions Inc.

  $ 18,104,195     $  —         $       $            —       $(9,741,781   $ 8,362,414       1,724,209     $ 431,052  

Lee Enterprises Inc./IA

    4,609,275             (2,329,081     (387,686     a       a       a        

Lee Enterprises Inc., wts., 12/31/22

    130,691                         a       a       a        

Sorenson Communications LLC,

               

Membership Interests

    152,057,986                         4,994,086       157,052,072       224,279        

TRU Kids Parent LLC

    26,506,829                         (3,616,732     22,890,097       7,104        

Wayne Services Legacy Inc.

                (683,307 )b       683,307                   7,104        
 

 

 

     

 

 

 
  $ 201,408,976       $  —         $ (3,012,388     $ 295,621       $(8,364,427   $ 188,304,583         $431,052  
 

 

 

     

 

 

 

 

     
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41


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

13. Holdings of 5% Voting Securities of Portfolio Companies (continued)

 

Name of Issuer  

Value at

Beginning

of Period

    Purchases     Sales    

Realized

Gain (Loss)

   

Net Change in

Unrealized

Appreciation

(Depreciation)

   

Value at

End of

Period

   

Number of Shares/

Units/Principal
Amount Held

at End

of Period

   

Investment

Income

 

Non-Controlled Affiliates (continued)

 

           
                                              Interest  

Lee Enterprises Inc., Second Lien Term Loan, 12.00%, 12/15/22

    34,210,244       41,580 b       (34,317,486     644,118       (578,456     c             452,880  

Lee Enterprises Inc., senior secured note, first lien, 144A, 9.50%, 3/15/22

    90,529,405       45,481 b       (97,050,000     507,122       5,967,992       c             1,920,781  

Sorenson Communications LLC, Initial Term Loans, 6.808%, (3-month USD LIBOR + 6.50%), 3/14/24

    12,473,036       44,496 b       (1,429,028     46,287       (166,938     10,967,853       11,106,686       366,908  
 

 

 

     

 

 

 
    $137,212,685       $131,557       $(132,796,514     $1,197,527       $ 5,222,598     $ 10,967,853         $2,740,569  
 

 

 

     

 

 

 

Total Affiliated Securities (Value is 6.1% of Net Assets)

    $338,621,661       $131,557       $(135,808,902     $1,493,148       $(3,141,829   $ 199,272,436       $ 3,171,621  
 

 

 

     

 

 

 

aAs of June 30, 2020, no longer an affiliate.

bMay include accretion, amortization, partnership adjustments, and/or corporate actions.

cAs of June 30, 2020, no longer held by the Fund.

14. Credit Facility

The Fund, together with other U.S. registered and foreign investment funds (collectively, Borrowers), managed by Franklin Templeton, are borrowers in a joint syndicated senior unsecured credit facility totaling $2 billion (Global Credit Facility) which matures on February 5, 2021. This Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests.

Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee of 0.15% based upon the unused portion of the Global Credit Facility. These fees are reflected in other expenses in the Statement of Operations. During the period ended June 30, 2020, the Fund did not use the Global Credit Facility.

15. Fair Value Measurements

The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s financial instruments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical financial instruments

 

   

Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.)

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

 

   

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of financial instruments)

The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.

A summary of inputs used as of June 30, 2020, in valuing the Fund’s assets and liabilities carried at fair value, is as follows:

 

      Level 1      Level 2      Level 3     Total  

Assets:

          

Investments in Securities:a

          

Equity Investments:b

          

Aerospace & Defense

   $ 41,608,885      $ 23,323,698      $     $ 64,932,583  

Auto Components

            2,572,327        47,918       2,620,245  

Banks

     3,703,696        12,633,773              16,337,469  

Chemicals

     11,908,679        18,077,927              29,986,606  

Communications Equipment

                       157,052,072       157,052,072  

Diversified Financial Services

     72,680,047        11,135,135              83,815,182  

Insurance

     127,029,131        153,070,290              280,099,421  

Media

     102,540,573               491,276       103,031,849  

Oil, Gas & Consumable Fuels

     63,587,867            123,885,182              187,473,049  

Pharmaceuticals

     92,720,383        6,483,007              99,203,390  

Software

     112,385,848        422,612              112,808,460  

Specialty Retail

     69,493,118               22,890,097 c       92,383,215  

Tobacco

     58,672,666        179,740,498              238,413,164  

Wireless Telecommunication Services

            44,435,928              44,435,928  

All Other Equity Investments

     523,563,785               c       523,563,785  

Corporate Bonds, Notes and Senior Floating Rate Interests

            435,325,695              435,325,695  

Corporate Bonds and Notes in Reorganization

            88,399,269              88,399,269  

Companies in Liquidation

                   57,296 c       57,296  

Options Purchased

     189,800                     189,800  

Short Term Investments

     621,908,521        91,245,313                  713,153,834  
  

 

 

 

Total Investments in Securities

       $   1,901,992,999      $     1,190,750,654      $     180,538,659     $     3,273,282,312  
  

 

 

 

Other Financial Instruments:

          

Futures Contracts

       $ 1,892,206      $      $     $ 1,892,206  

Forward Exchange Contracts

            7,113,570              7,113,570  
  

 

 

 

Total Other Financial Instruments

       $ 1,892,206      $ 7,113,570      $     $ 9,005,776  
  

 

 

 

Liabilities:

          

Other Financial Instruments:

          

Options Written

       $ 206,500      $      $     $ 206,500  

Securities Sold Shorta

     5,419,276                     5,419,276  

Forward Exchange Contracts

            1,960,486              1,960,486  
  

 

 

 

Total Other Financial Instruments

       $ 5,625,776      $ 1,960,486      $     $ 7,586,262  
  

 

 

 

aFor detailed categories, see the accompanying Statement of Investments.

bIncludes common, preferred and convertible preferred stocks as well as other equity interests.

cIncludes securities determined to have no value at June 30, 2020.

 

     
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

15. Fair Value Measurements (continued)

A reconciliation in which Level 3 inputs are used in determining fair value is presented when there are significant Level 3 assets and/or liabilities at the beginning and/or end of the period. At June 30, 2020, the reconciliation is as follows:

 

    

Balance at

Beginning of

Period

    Purchases     Sales    

Transfer

Into

Level 3

   

Transfer

Out of

Level 3

   

Cost Basis

Adjustmentsa

   

Net

Realized

Gain

(Loss)

   

Net

Unrealized

Appreciation

(Depreciation)

   

Balance

at End of
Period

   

Net Change in

Unrealized

Appreciation

(Depreciation)

on Assets

Held at

Period End

 

Assets:

                   

Investments in Securities:

                   

Equity Investments:b

                   

Auto Components

  $ 92,503       $—       $—       $—       $—       $            —     $       $     (44,585   $ 47,918       $     (44,585

Communications Equipment

    152,057,986                                           4,994,086       157,052,072       4,994,086  

Media

    472,147                                           19,129       491,276       19,129  

Specialty Retail

    26,506,829 c                               (683,307     683,307       (3,616,732     22,890,097 c       (3,616,732

Companies in Liquidation

    57,296 c                               (17,597     17,597             57,296 c        
 

 

 

 

Total Investments in Securities

  $ 179,186,761       $—       $—       $—       $—       $(700,904   $ 700,904       $ 1,351,898     $ 180,538,659       $ 1,351,898  
 

 

 

 

aMay include accretion, amortization, partnership adjustments, and/or other cost basis adjustments. May also include amounts related to a corporate action.

bIncludes common stocks as well as other equity interests.

cIncludes securities determined to have no value.

Significant unobservable valuation inputs for material Level 3 assets and/or liabilities and impact to fair value as a result of changes in unobservable valuation inputs as of June 30, 2020, are as follows:

 

Description   

Fair Value at

End of Period

    Valuation
Technique
  

Unobservable

Inputs

  

Amount/

Range

    

Impact to Fair

Value if Input

Increasesa

 

Assets:

             

Investments in Securities:

             

Equity Investments:

             

Communications Equipment

   $ 157,052,072     Market transaction    Transaction price weighting      50%        Increaseb  
             Market comparables    EV / EBITDA multiple      4.9 x        Increaseb  

Specialty Retail

     22,890,097     Market comparables    Discount for lack of marketability      28.5%        Decreaseb  
        EV / EBITDA multiple      11.6x - 14.4x        Increasec  
                  EV / Revenue multiple      0.4x        Increase  

All Other Investmentsd

     596,490 e                             

Total

   $ 180,538,659             

aRepresents the directional change in the fair value that would result from a significant and reasonable increase in the corresponding input. A significant and reasonable decrease in the input would have the opposite effect. Significant impacts, if any, to fair value and/or net assets have been indicated.

bRepresents a significant impact to fair value and net assets.

cRepresents a significant impact to fair value but not net assets.

dIncludes fair value of immaterial financial instruments developed using various valuation techniques and unobservable inputs. May also include financial instruments with values derived using private transaction prices or non-public third party pricing information which is unobservable.

eIncludes securities determined to have no value at June 30, 2020.

 

Abbreviations List

EBITDA

   Earnings before interest, taxes, depreciation and amortization

EV

   Enterprise value

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Quest Fund (continued)

 

16. New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in the ASU provides optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the LIBOR and other interbank-offered based reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying this ASU.

17. Subsequent Events

The Fund has evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure.

Abbreviations

 

Counterparty   Currency   Selected Portfolio

BOFA

  Bank of America Corp.   EUR   Euro   ADR   American Depositary Receipt

BONY

  The Bank of New York Mellon Corp.   GBP   British Pound   FHLB   Federal Home Loan Bank

HSBK

  HSBC Bank PLC   USD   United States Dollar   FRN   Floating Rate Note

SSBT

  State Street Bank and Trust Co., N.A.       LIBOR   London InterBank Offered Rate

UBSW

  UBS AG       PIK   Payment In-Kind

 

     
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Shareholder Information

 

Board Approval of Investment

Management Agreements

FRANKLIN MUTUAL SERIES FUNDS

Franklin Mutual Quest Fund

(Fund)

The Board of Trustees (Board), including a majority of trustees that are not “interested persons” as such term is defined in section 2(a)(19) of the Investment Company Act of 1940 (hereinafter referred to as “independent trustees”), at a meeting held on May 14, 2020, unanimously approved the renewal of the Fund’s investment management agreement. Prior to a meeting of all of the trustees for the purpose of considering such renewal, the independent trustees participated in two other meetings held in connection with the renewal process. Throughout the process, the independent trustees received assistance and advice from and met separately with independent counsel. The independent trustees met with and interviewed officers of the investment manager (including portfolio managers), the transfer agent and shareholder services group and the distributor. In approving the renewal of the investment management agreement for the Fund, the Board, including the independent trustees, determined that the investment management fee structure was fair and reasonable and that continuance of the agreement was in the best interests of the Fund and its shareholders.

In reaching their decision on the investment management agreement, the trustees took into account information furnished throughout the year at regular Board meetings, as well as information specifically requested and furnished for the renewal process, which culminated in the meetings referred to above for the specific purpose of considering such agreement. Information furnished throughout the year included, among others, reports on the Fund’s investment performance, expenses, portfolio composition, portfolio brokerage execution, client commission arrangements, derivatives, securities lending, asset segregation, portfolio turnover, Rule 12b-1 plan, distribution, shareholder servicing, legal and compliance matters, pricing of securities, sales and redemptions, and marketing support payments made to financial intermediaries, as well as a third-party survey of transfer agent fees charged to funds within the Franklin Templeton Investments (FT) complex in comparison with those charged to other fund complexes deemed comparable. Also, related financial statements and other information about the scope and quality of services provided by the investment manager and its affiliates and enhancements to

such services over the past year were provided. In addition, the trustees received periodic reports throughout the year and during the renewal process relating to compliance with the Fund’s investment policies and restrictions. During the renewal process, the independent trustees considered the investment manager’s methods of operation within the Franklin Templeton group and its activities on behalf of other clients. The Board also noted that it received an annual report on all payments made by FT or the Fund to financial intermediaries engaged in the sale of Fund shares, as well as a memorandum relating to third-party servicing arrangements in response to a Guidance Update from the U.S. Securities and Exchange Commission (SEC) relating to mutual fund distribution and sub-accounting fees.

The information obtained by the trustees during the renewal process also included a special report prepared by Broadridge Financial Solutions, Inc., an independent third-party analyst that utilizes data from Lipper, Inc. (“Lipper”), comparing the Fund’s investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper (Broadridge Section 15(c) Report). The trustees reviewed the Broadridge Section 15(c) Report and its usefulness in the renewal process with respect to matters such as comparative fees, expenses, expense ratios, performance and volatility. They concluded that the report continues to be a reliable resource in the performance of their duties.

In addition, the trustees received a Profitability Study (Profitability Study) prepared by management discussing the profitability to FT from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Over the past year, the Board and counsel to the independent trustees continued to receive reports on management’s handling of recent regulatory inquiries and pending legal actions against the investment manager and its affiliates. The independent trustees were satisfied with the actions taken to date by management in response to such regulatory and legal matters.

The trustees reviewed the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of the investment manager. As part of this review, particular attention was given to management’s diligent risk management program, including continual monitoring and management of cybersecurity, liquidity and counterparty credit risk, and attention given to derivatives and other complex instruments that are held and expected to be held by the Fund and how such instruments

 

 

     

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are used to carry out the Fund’s investment goal(s). The Board also took into account, among other things, management’s efforts in establishing a global credit facility for the benefit of the Fund and other accounts managed by FT to provide a source of cash for temporary and emergency purposes or to meet unusual redemption requests as well as the strong financial position of the investment manager’s parent company and its commitment to the mutual fund business. The Board noted management’s continuing efforts and expenditures in establishing effective business continuity plans and developing strategies to address areas of heightened concern in the mutual fund industry, such as cybersecurity and liquidity risk management. The Board also recognized management’s commitment to facilitating Board oversight of particular areas, including derivatives and payments to intermediaries, by enhanced reporting.

In addition to the above and other matters considered by the trustees throughout the course of the year, the following discussion relates to certain primary factors relevant to the Board’s decision. This discussion of the information and factors considered by the Board (including the information and factors discussed above) is not intended to be exhaustive, but rather summarizes certain factors considered by the Board. In view of the wide variety of factors considered, the Board did not, unless otherwise noted, find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual trustees may have assigned different weights to various factors.

NATURE, EXTENT AND QUALITY OF SERVICES. The trustees reviewed the nature, extent and quality of the services provided, and to be provided, by the investment manager. The trustees cited the investment manager’s ability to implement the Fund’s disciplined value investment approach and its long-term relationship with the Fund as reasons that shareholders choose to invest, and remain invested, in the Fund. The trustees reviewed the Fund’s portfolio management team, including its performance, staffing, skills and compensation program. With respect to portfolio manager compensation, management assured the trustees that the Fund’s long-term performance is a significant component of incentive-based compensation and noted that a portion of a portfolio manager’s incentive-based compensation is paid in shares of pre-designated funds from the portfolio manager’s fund management area. The trustees noted that the portfolio manager compensation program aligned the interests of the portfolio managers with that of shareholders of the Fund. The trustees discussed with management various other products, portfolios and entities

 

that are advised by the investment manager and the allocation of assets and expenses among and within them, as well as their relative fees and reasons for differences with respect thereto and any potential conflicts. During regular Board meetings and the aforementioned meetings of the independent trustees, the trustees received reports and presentations on the investment manager’s best execution trading policies. The trustees considered periodic reports provided to them showing that the investment manager complied with the investment policies and restrictions of the Fund as well as other reports periodically furnished to the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics covering the investment management personnel, the adherence to fair value pricing procedures established by the Board and the accuracy of net asset value calculations. The Board noted the extent of the benefits provided to Fund shareholders from being part of the Franklin Templeton group of funds, including the right to exchange investments between funds (same class) without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings of other funds to obtain reduced sales charges. The Board considered the investment manager’s significant efforts in developing and implementing compliance procedures established in accordance with SEC and other requirements.

The Board considered the nature, extent and quality of the services to be provided under the Fund’s other service agreements to determine that, on an overall basis, Fund shareholders were well served. In this connection, the Board also took into account transfer agent and shareholder services provided to Fund shareholders by an affiliate of the investment manager, noting continuing expenditures by management to increase and improve the scope of such services and favorable periodic reports on shareholder services conducted by independent third parties. While such considerations directly affected the trustees’ decision in renewing the Fund’s transfer agent and shareholder services agreement, the Board also considered these commitments as incidental benefits to Fund shareholders deriving from the investment management relationship.

Based on their review, the trustees were satisfied with the nature and quality of the overall services provided, and to be provided, by the investment manager and its affiliates to the Fund and its shareholders and were confident in the abilities of the management team to continue the disciplined value investment approach of the Fund and to provide quality services to the Fund and its shareholders.

 

 

     
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INVESTMENT PERFORMANCE. The trustees reviewed and placed significant emphasis on the investment performance of the Fund over the one-, three-, five- and 10-year periods ended December 31, 2019. They considered the history of performance of the Fund relative to various benchmarks. As part of their review, they inquired of management regarding benchmarks, style drift and restrictions on permitted investments. Consideration was also given to performance in the context of available levels of cash during the periods.

The trustees had meetings during the year, including the meetings referred to above held in connection with the renewal process, with the Fund’s portfolio managers to discuss performance and the management of the Fund. In addition to the materials provided by management in connection with the renewal process, the independent trustees requested throughout the year (and received) additional presentations from the investment manager and senior management of FT regarding the performance of the investment manager and the Fund. As part of these presentations, the investment manager and senior management of FT reviewed enhancements that have been made, and are being made, to the investment manager’s investment process. In addition, it was noted that senior management of FT is conducting a review of the investment manager and the Fund and will report the results thereof to the independent trustees when completed.

Particular attention in assessing performance was given to the Broadridge Section 15(c) Report. That report showed the investment performance of the Fund (Class A shares) in comparison to other funds determined comparable by Lipper.

The comparable funds to the Fund, as chosen by Lipper, included all retail and institutional flexible portfolio funds. The Fund had total returns in the second-lowest performing quintile for the one-year period ended December 31, 2019, and had annualized total returns for the three- and five-year periods in the lowest and the second-lowest performing quintiles, respectively. The trustees noted that the Fund’s total return on an annualized basis for the 10-year period ended December 31, 2019 was in the second-best performing quintile. The trustees also compared Fund performance to other industry benchmarks, including measures of risk-adjusted performance of a fund, as part of their evaluation of investment performance. The trustees discussed with management the reasons for the relative underperformance for the one-, three-, and five-year periods ended December 31, 2019. While disappointed with the relative underperformance of the Fund, the Board did not

believe that any changes with respect to the Fund were warranted at the time, particularly as the enhancements to the investment manager’s investment process continue to be implemented and as the review being conducted by senior management of FT is in process. The Board noted that it would continue to monitor future performance.

COMPARATIVE EXPENSES AND MANAGEMENT PROFITABILITY. The trustees considered the cost of the services provided and to be provided and the profits realized by the investment manager and its affiliates from their respective relationships with the Fund. As part of the renewal process, the trustees explored with management the trends in expense ratios over the past three fiscal years and the reasons for any increases in the Fund’s expense ratios (or components thereof). In considering the appropriateness of the management fee and other expenses charged to the Fund, the Board took into account various factors including investment performance and matters relating to Fund operations, including, but not limited to, the quality and experience of its portfolio managers and research staff. Consideration was also given to a comparative analysis in the Broadridge Section 15(c) Report of the investment management fee and total expense ratio of the Fund in comparison with those of a group of other funds selected by Lipper as its appropriate Lipper expense group. Lipper expense data is based upon information taken from each fund’s most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Lipper to be an appropriate measure of comparative expenses.

In reviewing comparative costs, emphasis was given to the Fund’s contractual management fee in comparison with the contractual management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper contractual management fee analysis includes administrative charges as being part of the management fee, and total expenses, for comparative consistency, are shown by Lipper for Fund Class A shares.

The Fund’s contractual management fee rate was in the middle quintile of its Lipper expense group and its total expenses were in the second-least expensive quintile of

 

 

     

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such group. The Board was satisfied with such comparative fees and expenses.

The trustees also reviewed the Profitability Study addressing profitability of Franklin Resources, Inc., from its overall U.S. fund business, as well as profitability to the Fund’s investment manager and its affiliates, from providing investment management and other services to the Fund during the 12-month period ended September 30, 2019, the most recent fiscal year-end of Franklin Resources, Inc. The trustees reviewed the basis on which such reports are prepared and the cost allocation methodology utilized in the Profitability Study, it being recognized that allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that the reasonableness of the cost allocation methodologies was reviewed by independent accountants on an every other year basis.

The independent trustees met with management to discuss the Profitability Study. This included, among other things, a comparison of investment management income with investment management expenses of the Fund; comparison of underwriting revenues and expenses; the relative relationship of investment management and underwriting expenses; shareholder servicing profitability; economies of scale; and the relative contribution of the Fund to the profitability of the investment manager and its parent. In discussing the Profitability Study with the Board, the investment manager stated its belief that the costs incurred in establishing the infrastructure necessary to operate the type of mutual fund operations conducted by it and its affiliates may not be fully reflected in the expenses allocated to the Fund in determining its profitability.

The Board also took into account management’s expenditures in improving shareholder services provided to the Fund, as well as the need to meet additional regulatory and compliance requirements. The trustees also considered the extent to which the investment manager may derive ancillary benefits from Fund operations, including those derived from economies of scale, discussed below, the allocation of Fund brokerage and the use of commission dollars to pay for research and other similar services.

Based upon their consideration of all these factors, the trustees determined that the level of profits realized by the investment manager and its affiliates in providing services to the Fund was not excessive in view of the nature, quality and extent of services provided.

 

ECONOMIES OF SCALE. The Board considered economies of scale realized by the investment manager and its affiliates as the Fund grows larger and the extent to which they are shared with Fund shareholders, as for example, in the level of the investment management fee charged, in the quality and efficiency of services rendered and in increased capital commitments benefiting the Fund directly or indirectly. While recognizing that any precise determination is inherently subjective, the trustees noted that, based upon the Profitability Study, as some funds increase in size, at some point economies of scale may result in the investment manager realizing a larger profit margin on investment management services provided to such a fund. The trustees also noted that benefits of economies of scale will be shared with Fund shareholders due to the decline in the effective investment management fee rate as breakpoints are achieved by the Fund.

The trustees noted that breakpoints had been instituted as part of the Fund’s investment management fee and that the Board regularly evaluates whether additional breakpoints are appropriate. The trustees assessed the savings to shareholders resulting from such breakpoints and believed they were, and continue to be, appropriate and they agreed to continue to monitor the appropriateness of the breakpoints. The trustees also considered the effects an increase in assets under management would have on the investment management fee and expense ratio of the Fund. To the extent further economies of scale may be realized by the investment manager and its affiliates, the Board believed the investment management fees provide a sharing of benefits with the Fund and its shareholders.

Liquidity Risk Management Program

The Funds have adopted and implemented a written Liquidity Risk Management Program (the “LRMP”) as required by Rule 22e-4 under the Investment Company Act of 1940. The program is designed to assess and manage each Fund’s liquidity risk, taking into consideration the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources including the Funds’ interfund lending facility and line of credit. The Funds’ Board of Trustees approved the appointment of the Director of Liquidity Risk within the Investment Risk Management Group (the “IRMG”) as the Administrator of the LRMP. The IRMG maintains the Investment Liquidity Committee (the “ILC”) to provide

 

 

     
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oversight and administration of policies and procedures governing liquidity risk management for FT products and portfolios. The ILC includes representatives from Franklin Templeton’s Risk, Trading, Global Compliance, Investment Compliance, Investment Operations, Valuation Committee and Product Management groups.

The LRMP Administrator Annual Report was presented to the Fund(s) Board of Trustees at their meetings in May 2020. The report covered the adequacy and effectiveness of the program during the period December 1, 2018 to December 31, 2019 (the “covered period”). The report concluded that (i.) the LRMP, as adopted and implemented, remains reasonably designed to assess and manage each Fund’s liquidity risk; (ii.) the LRMP, including the Highly Liquid Investment Minimum (“HLIM”) where applicable, was implemented and operated effectively to achieve the goal of assessing and managing each Fund’s liquidity risk; and (iii.) each fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund. In addition, the LRMP Administrator presented the Fund Board of Trustees an update on liquidity during the first quarter of 2020 in relation to the COVID-19 pandemic.

During the reporting period, the Fund maintained a high level of liquid assets that are defined under the Liquidity Rule as “Highly Liquid Investments.” As a result, the Fund was designated a “Primarily Highly Liquid Fund” as defined under the Liquidity Rule and has not adopted a “Highly Liquid Investment Minimum.” A Highly Liquid Investment is defined as cash and any investment reasonably expected to be convertible to cash in current market conditions in three business days or less without the conversion to cash significantly changing the market value of the investment.

There can be no assurance that the program will achieve its objectives in the future. Please refer to your Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.

Proxy Voting Policies and Procedures

The Fund’s investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund’s complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678

or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. Copies of the Fund’s proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission’s website at sec.gov and reflect the most recent 12-month period ended June 30.

Quarterly Statement of Investments

The Trust, on behalf of the Fund, files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year as an exhibit to its report on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the Commission’s website at sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.

Householding of Reports and Prospectuses

You will receive the Fund’s financial reports every six months as well as an annual updated summary prospectus (prospectus available upon request). To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the financial reports and summary prospectus. This process, called “householding,” will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at (800) 632-2301. At any time you may view current prospectuses/summary prospectuses and financial reports on our website. If you choose, you may receive these documents through electronic delivery.

 

 

     

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Authorized for distribution only when accompanied or preceded by a summary prospectus and/or prospectus. Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing. A prospectus contains this and other information; please read it carefully before investing.

To help ensure we provide you with quality service, all calls to and from our service areas are monitored and/or recorded.

 

 

 

LOGO

 

 

    Semiannual Report and Shareholder Letter

    Franklin Mutual Quest Fund

      Investment Manager    Distributor    Shareholder Services
      Franklin Mutual Advisers, LLC   

Franklin Templeton Distributors, Inc.

(800) DIAL BEN® / 342-5236

franklintempleton.com

  

(800) 632-2301 - (Class A, C, R & R6)

(800) 448-FUND - (Class Z)

 

© 2020 Franklin Templeton Investments. All rights reserved.

  475 S 08/20


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Internet Delivery of Fund Reports Unless You Request Paper Copies: Effective January 1, 2021, as permitted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request them from the Fund or your financial intermediary. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you have not signed up for electronic delivery, we would encourage you to join fellow shareholders who have. You may elect to receive shareholder reports and other communications electronically from the Fund by calling (800) 632-2301 or by contacting your financial intermediary.

You may elect to continue to receive paper copies of all your future shareholder reports free of charge by contacting your financial intermediary or, if you invest directly with a Fund, calling (800) 632-2301 to let the Fund know of your request. Your election to receive reports in paper will apply to all funds held in your account.


SHAREHOLDER LETTER

Dear Franklin Mutual Shares Fund Shareholder:

 

During the six months ended June 30, 2020, global equity markets were extremely volatile and declined as the spread of the novel coronavirus (COVID-19)—first reported in December and initially centered in China—disrupted economic activity and contributed to negative investor sentiment for risk assets. Share prices plunged dramatically, pulling global equities from near-record levels in mid-February before bottoming in late March. Global stocks snapped back in April and May but moderated in June to close the period significantly above the market trough, although still in negative territory. The broad U.S. equity market, as measured by the Standard & Poor’s® 500 Index, finished the period down -3.08%, and global stocks, as measured by the MSCI World Index, retreated -5.48%.1

As the period opened, major equity markets were rallying, lifted by China and the United States’ Phase-One trade agreement that was intended to serve as the foundation of a comprehensive settlement of two years of tariff one-upmanship between the world’s two largest economies. Then, COVID-19 emerged and upended these and other plans.

The spread of the pandemic evolved into a global public health crisis, and countries around the world implemented lockdown and physical distancing measures intended to “flatten the curve” of the contagion. Consumer and business spending fell, and manufacturing and other activity came to a virtual halt. Consequently, the world’s major economies fell into recession—including an end to the record-long U.S. expansion—and projections about the economic fallout exceeded that of the 2007–2009 Global Financial Crisis.

In response, central banks expanded their mandates to support economies and markets. The U.S. Federal Reserve (Fed) and the U.S. Congress undertook unprecedented monetary and fiscal stimulus that included lowering the federal funds rate to a range of 0.00%–0.25%; initiating open-ended quantitative easing; pledging to purchase short-dated investment-grade corporate debt and exchange-traded funds; sending checks directly to millions of Americans; expanding unemployment insurance; and

offering billions in loans to both small and large businesses. The European Union approved a 750 billion (US$825 billion) COVID-19 recovery fund that recommended financial burden sharing among member states.

Policymakers’ “whatever-it-takes” approach lifted investor sentiment, and stock prices surged. Rates of infection in some of the viral epicenters around the world slowed, and government officials, eager to restart economies, embarked on a gradual, albeit uneven, reopening.

In the period’s final month, the market rally continued but slowed considerably as the number of new, daily COVID-19 diagnoses spiked in U.S. states that were among the first to reopen. These trends may have worsened as many restless citizens, locked down since March, were less than diligent about adhering to social distancing and face-covering guidelines.

In late June, the Fed released the results of its annual Comprehensive Capital Analysis and Review report of large banks, better known as stress tests, and concluded that “banks can remain strong in the face of even the harshest shocks.” Nevertheless, the Fed capped dividends of banks at current levels and halted share buybacks until after the third quarter. Bank stocks reacted negatively to this development.

Market volatility and economic uncertainty can often present what we consider opportunities. We used our bottom-up, fundamentally driven investment process to add select positions that historically have not met our investment criteria but were now, in our opinion, attractively valued, and to move capital between existing positions to reflect market shifts. We believe this approach may offer meaningful upside potential and a degree of downside protection in periods of financial market turbulence. While the current level of uncertainty may be unnerving, it is important to remember that the market historically rewards investors who take a long-term perspective. To that end, we recognize the importance of financial advisors in today’s markets and encourage investors to continue to seek their advice. Amid changing

 

 

1. Source: Morningstar.

See www.franklintempletondatasources.com for additional data provider information.

 

   Not FDIC Insured |  May Lose Value | No Bank Guarantee 

 

     
franklintempleton.com    Not part of the semiannual report            1


markets and economic conditions, we are confident investors with a well-diversified portfolio and a patient, long-term outlook should be well-positioned for the years ahead.

On the following pages, the portfolio management team reviews investment decisions that pertain to performance during the past six months considering the economic environment and other factors. Please remember all securities markets fluctuate, as do mutual fund share prices.

We thank you for investing with Franklin Templeton, welcome your questions and comments, and look forward to continuing to serve your investment needs in the years ahead.

Sincerely,

Peter A. Langerman

Chairman, President and Chief Executive Officer

Franklin Mutual Advisers, LLC

 

This letter reflects our analysis and opinions as of June 30, 2020, unless otherwise indicated. The information is not a complete analysis of every aspect of any market, country, industry, security or fund. Statements of fact are from sources considered reliable.

Contents

 

   
Semiannual Report   
Franklin Mutual Shares Fund      3  
Performance Summary      8  
Your Fund’s Expenses      10  
Financial Highlights and Statement of Investments      11  
Financial Statements      24  
Notes to Financial Statements      29  
Shareholder Information      43  

 

Visit franklintempleton.com for fund updates, to access your account, or to find helpful financial planning tools.
 

 

     

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SEMIANNUAL REPORT

Franklin Mutual Shares Fund

 

This semiannual report for Franklin Mutual Shares Fund covers the period ended June 30, 2020.

Your Fund’s Goal and Main Investments

The Fund’s principal investment goal is capital appreciation, which may occasionally be short term. The secondary goal is income. Under normal market conditions, the Fund invests primarily in equity securities, primarily common stock, of U.S. and foreign companies that we believe are available at market prices less than their intrinsic value, with a current focus on companies with market capitalizations greater than $5 billion. To a lesser extent, the Fund also invests in merger arbitrage securities and the debt and equity of distressed companies. The Fund may invest up to 35% of its assets in foreign securities, which may include sovereign debt and participations in foreign government debt. The Geographic Composition bar chart on this page lists the leading countries where the Fund invests.

Performance Overview

The Fund’s Class Z shares posted a cumulative total return of -20.79% for the six months ended June 30, 2020. For comparison, the Fund’s benchmark, the Standard & Poor’s 500 Index (S&P 500®), which is a broad measure of U.S. stock performance, posted a total return of -3.08%.1 You can find more of the Fund’s performance data in the Performance Summary beginning on page 8.

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

Economic and Market Overview

Global developed and emerging market equities, as measured by the MSCI All Country World Index (USD), posted a -5.99% total return during the six months under review.1 Stocks fell sharply in early 2020 as countries around

Geographic Composition*

Based on Total Net Assets as of 6/30/20

 

LOGO

*Figures are stated as a percentage of total and may not equal 100% or may be negative due to rounding, use of any derivatives, unsettled trades or other factors.

the world implemented lockdown measures in an effort to slow the spread of the novel coronavirus (COVID-19). Global supply chain disruptions, business and personal restrictions, and subdued consumer spending drove many investors to sell equity holdings in favor of perceived safe investments such as government bonds and cash. While global equities, notably in the U.S., rebounded in April and May amid optimism about easing lockdown restrictions, concerns about a second wave of infections hindered equities in June, as investors weighed the possibility of renewed restrictions.

In the U.S., government mandates to mitigate the COVID-19 pandemic severely impacted the economy beginning in March 2020. As a result, the unemployment rate surged to 14.7% in April, as many businesses, particularly those involved in hospitality, retail and travel, announced mass layoffs.2 According to the National Bureau of Economic Research, the longest U.S. economic expansion in history ended in February 2020 as the country slipped into a severe recession. Nonetheless, near period-end, there were signs that a recovery was underway, as jobless claims fell

 

 

1. Source: Morningstar.

The index is unmanaged and includes reinvestment of any income or distributions. It does not reflect any fees, expenses or sales charges. One cannot invest directly in an index, and an index is not representative of the Fund’s portfolio.

2. Source: U.S. Bureau of Labor Statistics.

See www.franklintempletondatasources.com for additional data provider information.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments (SOI).

The SOI begins on page 16.

 

     
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FRANKLIN MUTUAL SHARES FUND

    

 

considerably from their peak in early April, retail sales rose sharply in May, and the unemployment rate fell to 11.1% in June.2 Along with optimism about improved treatments and potential vaccines for COVID-19, the positive economic signals contributed to a significant equity rebound in April and May. However, an increase in COVID-19 infections in many states throughout June pressured U.S. stocks.

Additionally, the U.S. Federal Reserve (Fed) made significant efforts to support the U.S. economy. In March 2020, as the pandemic began to severely impact the economy and financial markets, the Fed implemented two emergency rate cuts, lowering the federal funds target rate to a range of 0.00%–0.25%, and announced sweeping quantitative easing measures aimed at ensuring credit flow to borrowers and supporting credit markets with unlimited amounts of bond purchasing.

In the eurozone, some analysts forecasted a significant contraction in 2020, particularly in southern European countries, as the magnitude of the economic disruption caused by the pandemic became apparent. European developed market equities, as measured by the MSCI Europe Index (USD), posted a -12.43% total return for the period.1 To stimulate growth, the European Central Bank implemented a broad bond-buying program, and many countries passed fiscal stimulus measures.

Asian developed and emerging market equities, as measured by the MSCI All Country Asia Index (USD), posted a -5.51% total return during the six-month period.1 The onset of the pandemic brought dramatically slower economic activity in Asia, as businesses halted operations and manufacturing and export activity declined sharply in the region’s major economies. Asian markets generally advanced toward period-end, bolstered by fiscal stimulus measures and economies reopening throughout the region, especially in China.

Emerging market stocks, as measured by the MSCI Emerging Markets Index (USD), posted a -9.67% total return due primarily to the COVID-19 pandemic.1 A sharp decrease in prices for oil and other natural resources also hurt emerging market economies reliant on these exports. In the last quarter of the reporting period, however, investor optimism led to a stock rally, particularly in emerging market countries that had successfully lowered infection rates.

Investment Strategy

At Franklin Mutual Series, we are committed to our distinctive value approach to investing, which we believe can generate above-average risk-adjusted returns over time for our

shareholders. Our major investment strategy is investing in undervalued stocks. When selecting undervalued equities, we are attracted to what we believe are fundamentally strong companies with healthy balance sheets, high-quality assets, substantial free cash flow and shareholder-oriented management teams and whose stocks are trading at discounts to our assessment of the companies’ intrinsic or business value. We also look for asset-rich companies whose shares may be trading at depressed levels due to concerns over short-term earnings disappointments, litigation, management strategy or other perceived negatives. This strict value approach is not only intended to improve the likelihood of capital appreciation, but also reduces the risk of substantial declines, in our opinion. While the vast majority of our undervalued equity investments are made in publicly traded companies globally, we may invest occasionally in privately held companies as well. Our portfolio selection process generally includes an assessment of the potential impacts of any material environmental, social and governance (ESG) factors on the long-term risk and return profile of a company.

To a lesser extent, we complement this more traditional investment strategy with two others. One is distressed investing, a highly specialized field that has proven quite profitable during certain periods over the years. Distressed investing is complex and can take many forms. The most common distressed investment the Fund undertakes is the purchase of financially troubled or bankrupt companies’ debt at a substantial discount to face value. After the financially distressed company is reorganized, often in bankruptcy court, the old debt is typically replaced with new securities issued by the financially stronger company.

The other piece of our investment strategy is participating in arbitrage situations, another highly specialized field. When companies announce proposed mergers or takeovers, commonly referred to as deals, the target company may trade at a discount to the bid it ultimately accepts. One form of arbitrage involves purchasing the target company’s stock when it is trading below the value we believe it would receive in a deal. In keeping with our commitment to a relatively conservative investment approach, we typically focus our arbitrage efforts on announced deals, and avoid rumored deals or other situations we consider relatively risky. In addition, it is our practice to hedge the Fund’s currency exposure when we deem it advantageous for our shareholders.

Manager’s Discussion

The novel coronavirus (COVID-19) pandemic has significantly altered our way of life. Despite this, stocks have

 

 

     

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rallied off the March 23 market bottom and are within range of the pre-pandemic, all-time highs achieved earlier in the year. While the economy has reopened, the recovery is likely to be uneven. The question that we wrestle with daily is what does this scenario mean for equities in general and undervalued stocks in particular?

Markets rose sharply in April, as investors moved back into the growth stocks that propelled the market to the all-time highs of January. In late May, however, there was a turn in market sentiment resulting in value briefly outperforming growth. Undervalued stocks often benefit in periods of improving economic activity or stabilization as business prospects improve. Increasing demand across the economy, especially in cyclical sectors, can provide a tailwind for these companies and drive shareholder value. This is a scenario that often occurs off an economic bottom, and we are positioning our portfolios to capitalize on this trend.

The second-quarter earnings reporting season (occurring in July and August) marks the first period with the full impact of the economic lockdowns and will provide a more complete view into the pandemic’s impact on corporate statements. Many financial officers withdrew full-year 2020 guidance, as they reported first-quarter results, due to limited revenue visibility. As a result, the path ahead for stocks is less clear. We remain cautious amid these elevated risks.

Our traditional value equity investment approach is complemented with two other strategies: distressed investing and merger arbitrage.

Within our distressed credit strategy, we targeted companies and industries directly impacted by the coronavirus pandemic. The robust government fiscal and monetary intervention have limited the number of attractive options, but we have found opportunities in the energy sector and the retail and travel industries. Although each situation is unique, these securities have strong collateral packages and covenant protections or other features that we believe make them substantially more attractive than the broad array of available distressed debt.

Within merger arbitrage, which involves trading the stocks of companies involved in a merger or acquisition (M&A), activity has slowed significantly since the onset of the pandemic. Deal terms agreed to before the virus emerged have become unbalanced and are now more favorable for sellers than they are for buyers. Not surprisingly, some of these proposals have become embroiled in litigation. Also, M&A activity has slowed as the economic realities of the coronavirus get priced into the market, and bankers are challenged to conduct due diligence remotely. As the period

Top 10 Sectors/Industries

Based on Equity Securities as of 6/30/20

 

     

% of Total

Net Assets

 

Pharmaceuticals

     10.7%  

Banks

     6.8%  

Media

     6.1%  

Oil, Gas & Consumable Fuels

     5.8%  

Insurance

     5.4%  

Technology Hardware, Storage & Peripherals

     4.3%  

Food Products

     4.2%  

Software

     3.4%  

Food & Staples Retailing

     3.4%  

Tobacco

     3.3%  

ended, we began to see signs that transactions activity might resume, but we would expect the second half of the year to be focused on resolving pending deals, rather than significant growth in new ones.

Fund Performance

Turning to Fund performance, investments that detracted included U.S.-based companies American International Group (AIG; not held at period-end), Wells Fargo and Citigroup.

Shares of insurer AIG retreated as COVID-19 concerns and a lack of clarity on forward guidance related to expenses and investment income contributed to negative investor sentiment. The stock initially rallied following the company’s first-quarter earnings call at which management revealed that the majority of its property policies—which include coverage for business interruption—contained exclusions for losses related to viruses.

The shares of diversified financial services company Wells Fargo were pulled down by negative investor sentiment for financials, which have trailed the broader market rally from the March 23 bottom. Concerns about a possible dividend cut as bank earnings have come under pressure, and speculation about the Fed moving to negative interest rates—subsequently refuted by Fed Chairman Jerome Powell—contributed to the selloff. Earlier in the period, management reported year-end 2019 earnings that fell well short of consensus estimates.

The stocks of a number of U.S. banks, including Citigroup, sold off during the period as concern about the economic effects of COVID-19 and Fed interest-rate cuts led to negative sentiment for financials. The Fed’s decision in late June to cap bank dividends and curtail stock buybacks—as

 

 

     
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FRANKLIN MUTUAL SHARES FUND

    

 

part of its stress test review of large banks—also contributed to the bearish outlook. During the period, Citigroup reported a sharp drop in first-quarter profit, although earnings per share was relatively in line with expectations. A year-over-year increase in revenue was driven by strong capital markets revenue but was offset by a significant rise in loan loss provision. Earlier in the period, management reported fourth-quarter 2019 earnings that surpassed consensus forecasts.

During the period under review, Fund investments that contributed positively to performance included U.S.-based companies Eli Lilly, NortonLifeLock and Kraft Heinz. Kraft Heinz is listed among the Fund’s largest positions in the Top 10 Equity Holdings table on this page.

Shares of pharmaceutical products company Eli Lilly were volatile but climbed during the period. Investor sentiment improved as the market came to the realization that the company’s business may not be meaningfully impacted by the disruption caused by the COVID-19 pandemic. First-quarter financial results exceeded consensus sales and earnings expectations, with revenues benefiting from customers stocking up amid COVID-19, which is likely to reverse later in the year. Management raised 2020 guidance for earnings per share and reiterated the outlook for revenue and operating margin. In our view, Eli Lilly has a strong drug pipeline with several important compounds that positions the company well for continued growth over time.

Shares of cybersecurity solutions provider NortonLifeLock outperformed during the period as work-from-home requirements attributable to the COVID-19 pandemic led to increased consumer purchases of the company’s cybersecurity subscriptions, generating solid fiscal fourth-quarter earnings that were in line with consensus expectations. NortonLifeLock’s stock rallied entering the year and surged after management announced in early January the payment of a one-time, $12 per share cash dividend funded by the 2019 sale of the enterprise security business to Broadcom. Symantec, the precursor to NortonLifeLock, sold the business as part of its transition to a pure-play consumer-focused cybersecurity company, and management subsequently changed the company’s name to Norton-LifeLock, highlighting its lead brands.

Investors bid up shares of food products producer Kraft Heinz as surging demand for its products led to better-than-expected sales growth. Management raised its sales guidance in a business update early in the period, and financial results in the subsequent quarterly earnings report

CFA® is a trademark owned by CFA Institute.

Top 10 Equity Holdings

6/30/20

 

Company

Sector/Industry, Country

   % of Total
Net Assets
 

Charter Communications Inc.

Media, U.S.

     3.0%  

Medtronic PLC

Health Care Equipment & Supplies, U.S.

     2.7%  

Merck & Co. Inc.

Pharmaceuticals, U.S.

     2.6%  

Samsung Electronics Co. Ltd.

Technology Hardware, Storage & Peripherals, South Korea

     2.5%  

GlaxoSmithKline PLC

Pharmaceuticals, U.K.

     2.4%  

British American Tobacco PLC

Tobacco, U.K.

     2.4%  

The Kroger Co.

Food & Staples Retailing, U.S.

     2.3%  

The Kraft Heinz Co.

Food Products, U.S.

     2.3%  

Novartis AG

Pharmaceuticals, Switzerland

     2.2%  

Oracle Corp.

Software, U.S.

     2.2%  

exceeded consensus estimates. The company reaffirmed the dividend payment, which also contributed to positive investor sentiment, and several analysts upgraded Kraft Heinz stock.

During the period, the Fund held currency forwards and futures seeking to hedge most of the currency risk of the portfolio’s non-U.S. dollar investments. The hedges had a positive overall impact on the Fund’s performance.

As fellow shareholders, we found recent absolute and relative performance disappointing, but our strategy of seeking undervalued stocks can lag the growth equity markets at times. We remain committed to our disciplined, value investment approach as we seek to generate attractive, long-term, risk-adjusted returns for shareholders.

Thank you for your participation in Franklin Mutual Shares Fund. We look forward to continuing to serve your investment needs.

Peter A. Langerman

Co-Portfolio Manager

F. David Segal, CFA

Co-Portfolio Manager

 

 

     

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FRANKLIN MUTUAL SHARES FUND

    

 

Debbie A. Turner, CFA

Co-Portfolio Manager

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of June 30, 2020, the end of the reporting period. The way we implement our main investment strategies and the resulting portfolio holdings may change depending on factors such as market and economic conditions. These opinions may not be relied upon as investment advice or an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but the investment manager makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

    

 

 

     
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FRANKLIN MUTUAL SHARES FUND

    

 

Performance Summary as of June 30, 2020

The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses. Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities.

Performance as of 6/30/20

Cumulative total return excludes sales charges. Average annual total return includes maximum sales charges. Sales charges will vary depending on the size of the investment and the class of share purchased. The maximum is 5.50% and the minimum is 0%. Class A: 5.50% maximum initial sales charge. For other share classes, visit franklintempleton.com.

 

Share Class    Cumulative
Total Return1
    

        Average Annual

Total Return2

 

 

 

Z

     

6-Month

     -20.79%        -20.79%  

 

 

1-Year

     -14.28%        -14.28%  

 

 

5-Year

     +4.91%        +0.96%  

 

 

10-Year

     +96.43%        +6.98%  

 

 

A3

     

6-Month

     -20.91%        -25.27%  

 

 

1-Year

     -14.48%        -19.19%  

 

 

5-Year

     +3.59%        -0.42%  

 

 

10-Year

     +91.05%        +6.08%  

 

 

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

See page 9 for Performance Summary footnotes.

 

     

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FRANKLIN MUTUAL SHARES FUND

PERFORMANCE SUMMARY

 

Total Annual Operating Expenses4

 

Share Class

        

Z

     0.79

A

     1.04

Each class of shares is available to certain eligible investors and has different annual fees and expenses, as described in the prospectus.

All investments involve risks, including possible loss of principal. Value securities may not increase in price as anticipated or may decline further in value. Special risks are associated with foreign investing, including currency fluctuations, economic instability and political developments. The Fund’s investments in companies engaged in mergers, reorganizations or liquidations also involve special risks as pending deals may not be completed on time or on favorable terms. The Fund may invest in lower rated bonds, which entail higher credit risk. Unexpected events and their aftermaths, such as the spread of deadly diseases; natural, environmental or man-made disasters; financial, political or social disruptions; terrorism and war; and other tragedies or catastrophes, can cause investor fear and panic, which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen. The Fund’s prospectus also includes a description of the main investment risks.

1. Cumulative total return represents the change in value of an investment over the periods indicated.

2. Average annual total return represents the average annual change in value of an investment over the periods indicated. Return for less than one year, if any, has not been annualized.

3. Prior to 9/10/18, these shares were offered at a higher initial sales charge of 5.75%, thus actual returns (with sales charges) would have differed. Average annual total returns (with sales charges) have been restated to reflect the current maximum initial sales charge of 5.50%.

4. Figures are as stated in the Fund’s current prospectus and may differ from the expense ratios disclosed in the Your Fund’s Expenses and Financial Highlights sections in this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown.

See www.franklintempletondatasources.com for additional data provider information.

 

     
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FRANKLIN MUTUAL SHARES FUND

    

 

Your Fund’s Expenses

As a Fund shareholder, you can incur two types of costs: (1) transaction costs, including sales charges (loads) on Fund purchases and redemptions; and (2) ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The table below shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated.

Actual Fund Expenses

The table below provides information about actual account values and actual expenses in the columns under the heading “Actual.” In these columns the Fund’s actual return, which includes the effect of Fund expenses, is used to calculate the “Ending Account Value” for each class of shares. You can estimate the expenses you paid during the period by following these steps (of course, your account value and expenses will differ from those in this illustration): Divide your account value by $1,000 (if your account had an $8,600 value, then $8,600 ÷ $1,000 = 8.6). Then multiply the result by the number in the row for your class of shares under the headings “Actual” and “Expenses Paid During Period” (if Actual Expenses Paid During Period were $7.50, then 8.6 x $7.50 = $64.50). In this illustration, the actual expenses paid this period are $64.50.

Hypothetical Example for Comparison with Other Funds

Under the heading “Hypothetical” in the table, information is provided about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. This information may not be used to estimate the actual ending account balance or expenses you paid for the period, but it can help you compare ongoing costs of investing in the Fund with those of other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that expenses shown in the table are meant to highlight ongoing costs and do not reflect any transactional costs. Therefore, information under the heading “Hypothetical” is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transactional costs were included, your total costs would have been higher.

 

        Actual
(actual return after expenses)
  Hypothetical
(5% annual return before expenses)
    

Share

Class

 

Beginning

Account

Value 1/1/20

 

Ending

Account

Value 6/30/20

 

Expenses

Paid During

Period

1/1/20–6/30/201, 2

 

Ending

Account

Value 6/30/20

  

Expenses

Paid During

Period

1/1/20–6/30/201, 2

  

Net

Annualized

Expense

Ratio2

 

 

 

 

 

  

 

Z   $1,000   $792.10   $3.65   $1,020.79    $4.12    0.82%
A   $1,000   $790.90   $4.76   $1,019.54    $5.37    1.07%
C   $1,000   $788.00   $8.09   $1,015.81    $9.12    1.82%
R   $1,000   $790.20   $5.88   $1,018.30    $6.62    1.32%
R6   $1,000   $792.40   $3.30   $1,021.18    $3.72    0.74%

1. Expenses are equal to the annualized expense ratio for the six-month period as indicated above—in the far right column—multiplied by the simple average account value over the period indicated, and then multiplied by 182/366 to reflect the one-half year period.

2. Reflects expenses after fee waivers and expense reimbursements. Does not include acquired fund fees and expenses.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

 

Financial Highlights

Franklin Mutual Shares Fund

 

    

Six Months Ended

June 30, 2020

    Year Ended December 31,  
      (unaudited)     2019     2018     2017     2016     2015  

Class Z

            
Per share operating performance
(for a share outstanding throughout the period)
            
Net asset value, beginning of period      $27.56       $24.25       $28.63       $28.22       $26.00       $29.52  

Income from investment operationsa:

            

Net investment incomeb

     0.51 c       0.63       0.51       0.65 d       0.63 e       0.54  

Net realized and unrealized gains (losses)

     (6.24     4.90       (3.11     1.73       3.48       (1.71

Total from investment operations

     (5.73     5.53       (2.60     2.38       4.11       (1.17

Less distributions from:

            

Net investment income

           (0.71     (0.53     (0.68     (0.64     (0.59

Net realized gains

           (1.51     (1.25     (1.29     (1.25     (1.76

Total distributions

           (2.22     (1.78     (1.97     (1.89     (2.35

Net asset value, end of period

     $21.83       $27.56       $24.25       $28.63       $28.22       $26.00  

Total returnf

     (20.79)%       23.13%       (8.95)%       8.49%       15.88%       (3.81)%  

Ratios to average net assetsg

            

Expensesh,i

     0.82% j       0.78% j       0.76% j       0.78%       0.80% j       0.81% j  

Expenses incurred in connection with securities sold short

     0.03%       0.02%       —% k       —%       0.01%       0.02%  

Net investment income

     4.37% c       2.32%       1.77%       2.23% d       2.33% e       1.82%  

Supplemental data

            

Net assets, end of period (000’s)

     $3,976,956       $5,472,276       $5,189,476       $6,229,996       $7,681,881       $6,770,056  

Portfolio turnover rate

     14.67%       21.71%       20.72%       18.15%       20.56%       19.99%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 2.17%.

dNet investment income per share includes approximately $0.16 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.69%.

eNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.96%.

fTotal return is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

iBenefit of expense reduction rounds to less than 0.01%.

jBenefit of waiver and payments by affiliates rounds to less than 0.01%.

kRounds to less than 0.01%.

 

     
franklintempleton.com    The accompanying notes are an integral part of these financial statements.  |  Semiannual Report           

11


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Shares Fund (continued)

 

    

Six Months Ended

June 30, 2020

    Year Ended December 31,  
      (unaudited)     2019     2018     2017     2016     2015  

Class A

            
Per share operating performance
(for a share outstanding throughout the period)
            
Net asset value, beginning of period      $27.26       $24.00       $28.35       $27.97       $25.78       $29.29  

Income from investment operationsa:

            

Net investment incomeb

     0.47 c       0.55       0.43       0.58 d       0.56 e       0.45  

Net realized and unrealized gains (losses)

     (6.17     4.86       (3.07     1.70       3.45       (1.69

Total from investment operations

     (5.70     5.41       (2.64     2.28       4.01       (1.24

Less distributions from:

            

Net investment income

           (0.64     (0.46     (0.61     (0.57     (0.51

Net realized gains

           (1.51     (1.25     (1.29     (1.25     (1.76

Total distributions

           (2.15     (1.71     (1.90     (1.82     (2.27

Net asset value, end of period

     $21.56       $27.26       $24.00       $28.35       $27.97       $25.78  

Total returnf

     (20.91)%       22.86%       (9.18)%       8.21%       15.61%       (4.10)%  

Ratios to average net assetsg

            

Expensesh,i

     1.07% j       1.03% j       1.01% j       1.03%       1.05% j       1.09% j  

Expenses incurred in connection with securities sold short

     0.03%       0.02%       —% k       —%       0.01%       0.02%  

Net investment income

     4.12% c       2.03%       1.52%       1.98% d       2.08% e       1.54%  

Supplemental data

            

Net assets, end of period (000’s)

     $2,887,619       $4,042,626       $3,852,134       $4,386,829       $4,737,576       $4,819,868  

Portfolio turnover rate

     14.67%       21.71%       20.72%       18.15%       20.56%       19.99%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.92%.

dNet investment income per share includes approximately $0.16 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.44%.

eNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.71%.

fTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

iBenefit of expense reduction rounds to less than 0.01%.

jBenefit of waiver and payments by affiliates rounds to less than 0.01%.

kRounds to less than 0.01%.

 

     

12

          Semiannual Report  |  The accompanying notes are an integral part of these financial statements.   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Shares Fund (continued)

 

     Six Months Ended
June 30, 2020
    Year Ended December 31,  
      (unaudited)     2019     2018     2017     2016     2015  

Class C

            
Per share operating performance
(for a share outstanding throughout the period)
            
Net asset value, beginning of period      $27.22       $23.97       $28.04       $27.68       $25.54       $29.02  

Income from investment operationsa:

            

Net investment incomeb

     0.39 c       0.36       0.21       0.35 d       0.35 e       0.24  

Net realized and unrealized gains (losses)

     (6.16     4.82       (3.00     1.67       3.40       (1.67

Total from investment operations

     (5.77     5.18       (2.79     2.02       3.75       (1.43

Less distributions from:

            

Net investment income

           (0.42     (0.03     (0.37     (0.36     (0.29

Net realized gains

           (1.51     (1.25     (1.29     (1.25     (1.76

Total distributions

           (1.93     (1.28     (1.66     (1.61     (2.05

Net asset value, end of period

     $21.45       $27.22       $23.97       $28.04       $27.68       $25.54  

Total returnf

     (21.20)%       21.93%       (9.87)%       7.37%       14.77%       (4.79)%  

Ratios to average net assetsg

            

Expensesh,i

     1.82% j       1.78% j       1.76% j       1.78%       1.80% j       1.81% j  

Expenses incurred in connection with securities sold short

     0.03%       0.02%       —% k       —%       0.01%       0.02%  

Net investment income

     3.37% c       1.32%       0.77%       1.23% d       1.33% e       0.82%  

Supplemental data

            

Net assets, end of period (000’s)

     $202,084       $302,296       $309,756       $995,665       $1,114,760       $1,101,302  

Portfolio turnover rate.

     14.67%       21.71%       20.72%       18.15%       20.56%       19.99%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.17%.

dNet investment income per share includes approximately $0.16 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.69%.

eNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.96%.

fTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

iBenefit of expense reduction rounds to less than 0.01%.

jBenefit of waiver and payments by affiliates rounds to less than 0.01%.

kRounds to less than 0.01%.

 

     
franklintempleton.com    The accompanying notes are an integral part of these financial statements.  |  Semiannual Report           

13


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Series Funds (continued)

 

     Six Months Ended                                
     June 30, 2020     Year Ended December 31,  
      (unaudited)     2019     2018     2017     2016     2015  

Class R

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $27.17       $23.91       $28.21       $27.83       $25.66       $29.14  

Income from investment operationsa:

            

Net investment incomeb

     0.44 c       0.49       0.36       0.50 d       0.49 e       0.38  

Net realized and unrealized gains (losses)

     (6.14)       4.83       (3.05)       1.70       3.42       (1.67)  

Total from investment operations

     (5.70)       5.32       (2.69)       2.20       3.91       (1.29)  

Less distributions from:

            

Net investment income

           (0.55)       (0.36)       (0.53)       (0.49)       (0.43)  

Net realized gains

           (1.51)       (1.25)       (1.29)       (1.25)       (1.76)  

Total distributions

           (2.06)       (1.61)       (1.82)       (1.74)       (2.19)  

Net asset value, end of period

     $21.47       $27.17       $23.91       $28.21       $27.83       $25.66  

Total returnf

     (20.98)%       22.55%       (9.41)%       7.96%       15.31%       (4.32)%  

Ratios to average net assetsg

            

Expensesh,i

     1.32% j       1.28% j       1.26% j       1.28%       1.30% j       1.31% j  

Expenses incurred in connection with securities sold short

     0.03%       0.02%       —% k       —%       0.01%       0.02%  

Net investment income

     3.87% c       1.82%       1.27%       1.73% d       1.83% e       1.32%  

Supplemental data

            

Net assets, end of period (000’s)

     $46,352       $66,038       $74,345       $107,660       $123,013       $134,050  

Portfolio turnover rate

     14.67%       21.71%       20.72%       18.15%       20.56%       19.99%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.67%.

dNet investment income per share includes approximately $0.16 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.19%.

eNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.46%.

fTotal return is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

iBenefit of expense reduction rounds to less than 0.01%.

jBenefit of waiver and payments by affiliates rounds to less than 0.01%.

kRounds to less than 0.01%.

 

     

14

          Semiannual Report  |  The accompanying notes are an integral part of these financial statements.   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Shares Fund (continued)

 

     Six Months Ended                                
     June 30, 2020     Year Ended December 31,  
      (unaudited)     2019     2018     2017     2016     2015  

Class R6

            

Per share operating performance

(for a share outstanding throughout the period)

            
Net asset value, beginning of period      $27.55       $24.23       $28.61       $28.21       $25.98       $29.51  

Income from investment operationsa:

            

Net investment incomeb

     0.51 c       0.64       0.53       0.70 d       0.66 e       0.57  

Net realized and unrealized gains (losses)

     (6.23)       4.92       (3.11)       1.71       3.49       (1.71)  

Total from investment operations

     (5.72)       5.56       (2.58)       2.41       4.15       (1.14)  

Less distributions from:

            

Net investment income

           (0.73)       (0.55)       (0.72)       (0.67)       (0.63)  

Net realized gains

           (1.51)       (1.25)       (1.29)       (1.25)       (1.76)  

Total distributions

           (2.24)       (1.80)       (2.01)       (1.92)       (2.39)  

Net asset value, end of period

     $21.83       $27.55       $24.23       $28.61       $28.21       $25.98  

Total returnf

     (20.76)%       23.26%       (8.88)%       8.61%       16.05%       (3.71)%  

Ratios to average net assetsg

            

Expensesh,i

     0.74% j       0.70% j       0.69% j       0.67%       0.68% j       0.69% j  

Expenses incurred in connection with securities sold short

     0.03%       0.02%       —% k       —%       0.01%       0.02%  

Net investment income

     4.45% c       2.40%       1.84%       2.34% d       2.45% e       1.94%  

Supplemental data

            

Net assets, end of period (000’s)

     $1,319,798       $1,680,600       $3,160,186       $3,741,430       $1,896,497       $1,923,466  

Portfolio turnover rate

     14.67%       21.71%       20.72%       18.15%       20.56%       19.99%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.25 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 2.25%.

dNet investment income per share includes approximately $0.16 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.80%.

eNet investment income per share includes approximately $0.10 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 2.08%.

fTotal return is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hIncludes dividend and/or interest expense on securities sold short and security borrowing fees, if any. See below for the ratios of such expenses to average net assets for the periods presented. See Note 1(f).

iBenefit of expense reduction rounds to less than 0.01%.

jBenefit of waiver and payments by affiliates rounds to less than 0.01%.

kRounds to less than 0.01%.

 

     
franklintempleton.com    The accompanying notes are an integral part of these financial statements.  |  Semiannual Report           

15


FRANKLIN MUTUAL SERIES FUNDS

 

Statement of Investments, June 30, 2020 (unaudited)

Franklin Mutual Shares Fund

 

      Country      Shares/
Units/
Warrants
     Value  

Common Stocks and Other Equity Interests 90.9%

        

Aerospace & Defense 2.4%

        

BAE Systems PLC

     United Kingdom        15,590,083      $ 93,216,505  

Huntington Ingalls Industries Inc.

     United States        632,084        110,292,337  
        

 

 

 
           203,508,842  
        

 

 

 

Auto Components 0.0%

        

a,b,c,dInternational Automotive Components Group Brazil LLC

     Brazil        7,234,813        136,043  
        

 

 

 

Automobiles 0.6%

        

General Motors Co.

     United States        1,850,794        46,825,088  
        

 

 

 

Banks 6.8%

        

Bank of America Corp.

     United States        3,751,300        89,093,375  

Citigroup Inc.

     United States        3,077,706        157,270,777  

Columbia Banking System Inc.

     United States        75,396        2,137,100  

JPMorgan Chase & Co.

     United States        1,644,490        154,680,729  

Synovus Financial Corp.

     United States        2,934,440        60,244,053  

Wells Fargo & Co.

     United States        4,234,603        108,405,837  
        

 

 

 
           571,831,871  
        

 

 

 

Beverages 0.5%

        

Heineken NV

     Netherlands        495,798        45,705,735  
        

 

 

 

Building Products 1.3%

        

Johnson Controls International PLC

     United States        3,293,400        112,436,676  
        

 

 

 

Capital Markets 1.1%

        

Credit Suisse Group AG

     Switzerland        8,506,542        88,509,437  
        

 

 

 

Communications Equipment 1.1%

        

Cisco Systems Inc.

     United States        2,020,910        94,255,242  
        

 

 

 

Consumer Finance 1.3%

        

Capital One Financial Corp.

     United States        1,731,205        108,356,121  
        

 

 

 

Containers & Packaging 1.8%

        

International Paper Co.

     United States        4,358,737        153,471,130  
        

 

 

 

Diversified Financial Services 3.0%

        

aBerkshire Hathaway Inc., B

     United States        653,700        116,691,987  

Voya Financial Inc.

     United States        2,937,130        137,017,114  
        

 

 

 
           253,709,101  
        

 

 

 

Electric Utilities 1.0%

        

Pinnacle West Capital Corp.

     United States        1,141,200        83,638,548  
        

 

 

 

Electrical Equipment 1.7%

        

aSensata Technologies Holding PLC

     United States        3,755,370          139,812,425  
        

 

 

 

Electronic Equipment, Instruments & Components 1.2%

        

Corning Inc.

     United States        4,042,414        104,698,523  
        

 

 

 

Energy Equipment & Services 1.1%

        

Baker Hughes Co., A

     United States        2,405,627        37,022,600  

Schlumberger Ltd.

     United States        3,224,000        59,289,360  
        

 

 

 
           96,311,960  
        

 

 

 

 

     

16

          Semiannual Report     franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

      Country      Shares/
Units/
Warrants
     Value  

Common Stocks and Other Equity Interests (continued)

        

Entertainment 2.0%

        

The Walt Disney Co.

     United States        1,482,874      $   165,355,280  
        

 

 

 

Equity Real Estate Investment Trusts (REITs) 1.5%

        

Alexander’s Inc.

     United States        231,286        55,716,797  

Vornado Realty Trust

     United States        1,752,422        66,960,045  
        

 

 

 
           122,676,842  
        

 

 

 

Food & Staples Retailing 3.4%

        

The Kroger Co.

     United States        5,711,194        193,323,917  

Walgreens Boots Alliance Inc.

     United States        2,104,829        89,223,701  
        

 

 

 
           282,547,618  
        

 

 

 

Food Products 4.2%

        

Archer-Daniels-Midland Co.

     United States        2,402,500        95,859,750  

Conagra Brands Inc.

     United States        1,929,383        67,856,400  

The Kraft Heinz Co.

     United States        6,008,600        191,614,254  
        

 

 

 
           355,330,404  
        

 

 

 

Health Care Equipment & Supplies 2.8%

        

Medtronic PLC.

     United States        2,533,754        232,345,242  
        

 

 

 

Health Care Providers & Services 3.2%

        

Anthem Inc.

     United States        391,272        102,896,711  

CVS Health Corp.

     United States        2,595,215        168,611,118  
        

 

 

 
           271,507,829  
        

 

 

 

Household Durables 2.8%

        

Lennar Corp., A

     United States        2,069,386        127,515,565  

Newell Brands Inc.

     United States        6,793,795        107,885,465  
        

 

 

 
           235,401,030  
        

 

 

 

Household Products 0.9%

        

Energizer Holdings Inc.

     United States        1,538,433        73,060,183  
        

 

 

 

Industrial Conglomerates 1.0%

        

General Electric Co.

     United States        11,699,600        79,908,268  
        

 

 

 

Insurance 5.4%

        

Alleghany Corp.

     United States        325,189        159,062,947  

Everest Re Group Ltd.

     United States        444,994        91,757,763  

The Hartford Financial Services Group Inc.

     United States        3,214,299        123,911,226  

MetLife Inc.

     United States        2,277,830        83,186,352  
        

 

 

 
           457,918,288  
        

 

 

 

IT Services 1.9%

        

Cognizant Technology Solutions Corp., A

     United States        2,857,050        162,337,581  
        

 

 

 

Machinery 0.8%

        

aCNH Industrial NV

     United Kingdom        3,744,919        26,307,992  

aCNH Industrial NV, special voting

     United Kingdom        5,296,616        37,208,638  
        

 

 

 
           63,516,630  
        

 

 

 

 

     
franklintempleton.com    Semiannual Report           

17


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

      Country      Shares/
Units/
Warrants
     Value  

Common Stocks and Other Equity Interests (continued)

        

Media 6.1%

        

aCharter Communications Inc., A

     United States        489,029      $   249,424,351  

Comcast Corp., A

     United States        4,398,700        171,461,326  

aDiscovery Inc., C

     United States        4,106,800        79,096,968  

a,eiHeartMedia Inc., A

     United States        1,795,072        14,988,851  

a,ciHeartMedia Inc., B

     United States        35,201        249,839  

aiHeartMedia Inc., wts., A, 5/01/39

     United States        1,786        14,912  
        

 

 

 
           515,236,247  
        

 

 

 

Oil, Gas & Consumable Fuels 5.8%

        

BP PLC

     United Kingdom        26,795,044        102,648,763  

Kinder Morgan Inc.

     United States        5,693,740        86,374,036  

Marathon Oil Corp.

     United States        9,432,085        57,724,360  

Royal Dutch Shell PLC, A (EUR Traded)

     United Kingdom        1,123,167        18,383,889  

Royal Dutch Shell PLC, A (GBP Traded)

     United Kingdom        2,719,064        43,533,888  

The Williams Cos. Inc.

     United States        9,628,984        183,143,276  
        

 

 

 
           491,808,212  
        

 

 

 

Pharmaceuticals 10.7%

        

aElanco Animal Health Inc.

     United States        1,054,483        22,618,660  

Eli Lilly and Co.

     United States        1,125,710        184,819,068  

GlaxoSmithKline PLC

     United Kingdom        9,979,574        201,576,048  

Merck & Co. Inc.

     United States        2,797,172        216,305,311  

Novartis AG, ADR

     Switzerland        2,151,041        187,871,921  

Perrigo Co. PLC

     United States        1,643,800        90,852,826  
        

 

 

 
           904,043,834  
        

 

 

 

Software 3.4%

        

aAvaya Holdings Corp.

     United States        364        4,499  

aAvaya Holdings Corp., wts., 12/15/22

     United States        276,741        345,926  

NortonLifeLock Inc.

     United States        5,120,934        101,548,121  

Oracle Corp.

     United States        3,378,327        186,720,134  
        

 

 

 
           288,618,680  
        

 

 

 

Specialty Retail 1.2%

        

Tiffany & Co.

     United States        651,800        79,480,492  

a,b,cTRU Kids Parent LLC

     United States        7,469        24,065,394  

a,b,cWayne Services Legacy Inc.

     United States        7,469         
        

 

 

 
           103,545,886  
        

 

 

 

Technology Hardware, Storage & Peripherals 4.3%

        

Hewlett Packard Enterprise Co.

     United States        4,776,938        46,479,607  

Samsung Electronics Co. Ltd.

     South Korea        4,751,619        210,905,759  

Western Digital Corp.

     United States        2,461,412        108,671,340  
        

 

 

 
           366,056,706  
        

 

 

 

Textiles, Apparel & Luxury Goods 0.7%

        

PVH Corp.

     United States        1,285,900        61,787,495  
        

 

 

 

 

     

18

          Semiannual Report     franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

      Country      Shares/
Units/
Warrants
     Value  

Common Stocks and Other Equity Interests (continued)

        

Tobacco 3.3%

        

Altria Group Inc.

     United States        2,023,360      $ 79,416,880  

British American Tobacco PLC

     United Kingdom        3,767,740        144,497,562  

British American Tobacco PLC, ADR

     United Kingdom        1,424,588        55,302,506  
        

 

 

 
           279,216,948  
        

 

 

 

Wireless Telecommunication Services 0.6%

        

Vodafone Group PLC

     United Kingdom        30,709,264        48,818,348  
        

 

 

 

Total Common Stocks and Other Equity Interests (Cost $6,910,422,826)

           7,664,244,293  
        

 

 

 
            Principal
    Amount
        
     

 

 

    

Corporate Bonds, Notes and Senior Floating Rate Interests 5.6%

        

fAmerican Airlines Inc., senior secured note, 144A, 11.75%, 7/15/25

     United States      $  75,163,000        70,825,343  

fBanff Merger Sub Inc., senior note, 144A, 9.75%, 9/01/26

     United States        59,688,000        60,198,929  

fBoxer Parent Co. Inc., senior secured note, first lien, 144A, 7.125%, 10/02/25

     United States        14,646,300        15,410,471  

fDelta Air Lines Inc., senior note, first lien, 144A, 7.00%, 5/01/25

     United States        4,360,000        4,505,270  

fFrontier Communications Corp., senior secured note, first lien, 144A, 8.00%, 4/01/27

     United States        19,878,000        20,209,565  

fMacy’s Inc., senior secured note, first lien, 144A, 8.375%, 6/15/25

     United States        16,039,000        15,988,878  

g,h,i,jMileage Plus Holdings LLC, Term Loan B, TBD, 6/25/27

     United States        10,222,000        10,163,592  

f,kMileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., senior secured note, first lien, 144A, 6.50%, 6/20/27

     United States        39,492,000        39,689,460  

fNavistar International Corp., senior secured note, 144A, 9.50%, 5/01/25

     United States        18,060,400        19,426,218  

hOccidental Petroleum Corp., senior note, FRN, 1.842%, (3-month USD LIBOR + 1.45%), 8/15/22

     United States        10,903,900        10,035,767  

h,jVeritas U.S. Inc., Term Loan B1, 5.50%, (3-month USD LIBOR + 4.50%), 1/27/23

     United States        57,741,630        53,555,362  

fVeritas U.S. Inc./Veritas Bermuda Ltd.,

        

senior note, 144A, 7.50%, 2/01/23

     United States        9,656,000        9,546,356  

senior note, 144A, 10.50%, 2/01/24

     United States        76,705,000        68,930,565  

h,jWindstream Services LLC,

        

PSA Holder Revolving Commitment, 6.25%, (Prime + 3.00%), 2/20/49

     United States        91,322,291        56,163,209  

PSA Holder Term Loan B6, 8.25%, (Prime + 5.00%), 3/30/21

     United States        23,496,000        14,802,480  
        

 

 

 

Total Corporate Bonds, Notes and Senior Floating Rate Interests (Cost $511,158,661)

           469,451,465  
        

 

 

 

Corporate Notes in Reorganization 0.6%

        

l Frontier Communications Corp.,

        

senior note, 10.50%, 9/15/22

     United States        72,365,000        25,220,288  

senior note, 11.00%, 9/15/25

     United States        81,506,000        28,443,149  
        

 

 

 

Total Corporate Notes in Reorganization (Cost $142,859,241)

           53,663,437  
        

 

 

 

 

     
franklintempleton.com    Semiannual Report           

19


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

      Country      Shares      Value  

Companies in Liquidation 0.0%

        

a,c,mBosgen Liquidating Trust c/o Verdolino and Lowey P.C., Contingent Distribution

     United States        555,154      $  

a,c,mTribune Media Co., Litigation Trust, Contingent Distribution

     United States        1,002,994         

a,c,mVistra Energy Corp., Litigation Trust, Contingent Distribution

     United States        194,177,556        106,798  

a,c,mWalter Energy Inc., Litigation Trust, Contingent Distribution

     United States        20,046,000         
        

 

 

 

Total Companies in Liquidation (Cost $6,071,371)

           106,798  
        

 

 

 

Total Investments before Short Term Investments (Cost $7,570,512,099)

           8,187,465,993  
        

 

 

 
            Principal
    Amount
        
     

 

 

    

Short Term Investments 3.1%

        

Corporate Notes (Cost $3,117,595) 0.1%

        

Occidental Petroleum Corp., senior note, 4.85%, 3/15/21

     United States      $ 3,400,000        3,389,375  
        

 

 

 

U.S. Government and Agency Securities 3.0%

        

nFHLB, 7/01/20

     United States        40,000,000        40,000,000  

nU.S. Treasury Bill, 7/02/20 - 11/12/20

     United States        216,000,000        215,977,574  
        

 

 

 

Total U.S. Government and Agency Securities (Cost $255,911,360)

           255,977,574  
        

 

 

 

oInvestments from Cash Collateral Received for Loaned Securities 0.0%

        
            Shares         
     

 

 

    

Money Market Funds (Cost $1,477,000) 0.0%

        

p,qInstitutional Fiduciary Trust Money Market Portfolio, 0.00%

     United States        1,477,000        1,477,000  
        

 

 

 
            Principal
    Amount
        
     

 

 

    

Repurchase Agreements (Cost $673,869) 0.0%

        

rJoint Repurchase Agreement, 0.07%, 7/01/20 (Maturity Value $673,870)

        

J.P. Morgan Securities LLC

        

Collateralized by U.S. Treasury Notes, 0.125%, 5/31/22 (valued at $687,348)

     United States      $ 673,869        673,869  
        

 

 

 

Total Investments from Cash Collateral Received for Loaned Securities (Cost $2,150,869)

           2,150,869  
        

 

 

 

Total Investments (Cost $7,831,691,923) 100.2%

           8,448,983,811  

Other Assets, less Liabilities (0.2)%

           (16,174,601
        

 

 

 

Net Assets 100.0%

         $ 8,432,809,210  
        

 

 

 

 

     

20

          Semiannual Report     franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

Rounds to less than 0.1% of net assets.

aNon-income producing.

bSee Note 12 regarding holdings of 5% voting securities.

cFair valued using significant unobservable inputs. See Note 14 regarding fair value measurements.

dSee Note 10 regarding restricted securities.

eA portion or all of the security is on loan at June 30, 2020. See Note 1(g).

fSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. At June 30, 2020, the aggregate value of these securities was $324,731,055, representing 3.9% of net assets.

gSecurity purchased on a delayed delivery basis. See Note 1(d).

 

hThe coupon rate shown represents the rate at period end.

iA portion or all of the security represents an unsettled loan commitment. The coupon rate is to-be determined (TBD) at the time of settlement and will be based upon a reference index/floor plus a spread.

jSee Note 1(h) regarding senior floating rate interests.

kSecurity purchased on a when-issued basis. See Note 1(d).

lSee Note 8 regarding credit risk and defaulted securities.

mContingent distributions represent the right to receive additional distributions, if any, during the reorganization of the underlying company. Shares represent total underlying principal of debt securities.

nThe security was issued on a discount basis with no stated coupon rate.

oSee Note 1(g) regarding securities on loan.

pSee Note 3(f) regarding investments in affiliated management investment companies.

qThe rate shown is the annualized seven-day effective yield at period end.

rSee Note 1(c) regarding joint repurchase agreement.

At June 30, 2020, the Fund had the following futures contracts outstanding. See Note 1(e).

Futures Contracts

 

Description      Type       

Number of

Contracts

 

 

    

Notional

Amount

 

   

Expiration

Date

 

 

    

Value/

Unrealized

Appreciation

(Depreciation)

 

 

 

 

Currency Contracts

             

EUR/USD

     Short        305      $ 42,903,969       9/14/20        $   278,202  

GBP/USD

     Short        1,444        111,882,925       9/14/20        3,066,046  
             

 

 

 

Total Futures Contracts

                $3,344,248  
             

 

 

 

*As of period end.

 

     
franklintempleton.com    Semiannual Report           

21


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

At June 30, 2020, the Fund had the following forward exchange contracts outstanding. See Note 1(e).

Forward Exchange Contracts

 

Currency    Counterpartya      Type      Quantity      Contract
Amount
     Settlement
Date
     Unrealized
Appreciation
     Unrealized
Depreciation
 

OTC Forward Exchange Contracts

                    

Euro

     BOFA        Buy        1,191,791      $ 1,289,256        7/15/20      $ 50,096      $  

Euro

     BONY        Buy        1,203,085        1,321,889        7/15/20        30,156         

Euro

     HSBK        Buy        2,939,031        3,198,122        7/15/20        104,804         

Euro

     HSBK        Sell        12,500,710        14,064,924        7/15/20        16,444         

Euro

     SSBT        Buy        1,323,000        1,489,548        7/15/20               (2,742

Euro

     SSBT        Sell        12,500,710        14,063,799        7/15/20        15,318         

British Pound

     BOFA        Sell        3,201,001        4,199,703        7/16/20        233,142         

British Pound

     BOFA        Sell        6,788,191        8,280,319        7/16/20               (131,358

British Pound

     BONY        Sell        2,249,415        2,806,348        7/16/20        18,956         

British Pound

     HSBK        Buy        1,755,150        2,182,125        7/16/20               (7,208

British Pound

     HSBK        Sell        1,527,371        1,882,011        7/16/20               (10,650

British Pound

     HSBK        Sell        19,621,656        25,456,182        7/16/20        1,141,750         

British Pound

     SSBT        Sell        13,136,663        17,165,743        7/16/20        887,276         

British Pound

     UBSW        Sell        791,922        991,058        7/16/20        9,738         

South Korean Won

     HSBK        Buy        15,006,568,443        12,335,901        7/17/20        175,631         

South Korean Won

     HSBK        Sell        1,003,547,250        818,754        7/17/20               (17,940

South Korean Won

     HSBK        Sell        87,901,409,788        75,712,917        7/17/20        2,426,260         

South Korean Won

     UBSW        Buy        5,987,039,940        5,039,596        7/17/20               (47,979

South Korean Won

     UBSW        Buy        18,555,072,195        15,429,130        7/17/20        40,920         

South Korean Won

     UBSW        Sell        50,514,132,047        43,490,924        7/17/20        1,375,423         

British Pound

     BOFA        Buy        3,000,000        3,804,570        8/14/20               (86,501

British Pound

     HSBK        Sell        6,878,173        8,958,304        8/14/20        433,798         

British Pound

     SSBT        Sell        6,878,173        8,959,645        8/14/20        435,139         

Swiss Franc

     UBSW        Sell        80,347,364        85,500,478        8/17/20        572,596         

Euro

     BOFA        Sell        3,424,808        3,755,952        8/18/20               (95,891

Euro

     HSBK        Sell        3,023,120        3,315,125        8/18/20               (84,945

Euro

     BOFA        Sell        128,294        140,604        10/07/20               (3,858

Euro

     BONY        Sell        876,283        987,945        10/07/20        1,232         

Euro

     HSBK        Sell        2,933,905        3,331,693        10/07/20        28,053         

Euro

     HSBK        Sell        9,287,516        10,156,140        10/07/20               (301,805

Euro

     SSBT        Sell        876,283        986,958        10/07/20        245         

Euro

     UBSW        Sell        3,266,158        3,700,601        10/07/20        22,839         

Euro

     UBSW        Sell        10,420,524        11,357,912        10/07/20               (375,822

South Korean Won

     HSBK        Sell        10,192,222,755        8,557,342        11/12/20        48,508         

South Korean Won

     HSBK        Sell        89,708,146,222        73,523,232        11/12/20               (1,368,362

South Korean Won

     UBSW        Sell        51,114,705,716        41,880,136        11/12/20               (792,263

British Pound

     SSBT        Sell        30,540,977        37,438,351        11/23/20               (437,582

British Pound

     UBSW        Sell        4,487,372        5,695,721        11/23/20        130,627         

British Pound

     UBSW        Sell        6,037,482        7,450,519        11/23/20               (36,972

Euro

     BOFA        Sell        182,674        204,852        11/23/20               (1,109

Euro

     HSBK        Sell        645,458        732,334        11/23/20        4,591         

Euro

     HSBK        Sell        2,803,264        3,127,880        11/23/20               (32,752

Euro

     SSBT        Sell        649,629        736,367        11/23/20        3,922         

Euro

     SSBT        Sell        978,004        1,086,566        11/23/20               (16,118

Euro

     UBSW        Sell        645,458        731,243        11/23/20        3,500         

 

     

22

          Semiannual Report     franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

Forward Exchange Contracts (continued)

 

Currency      Counterparty a      Type        Quantity       

Contract

Amount

 

 

    

Settlement

Date

 

 

    

Unrealized

Appreciation

 

 

    

Unrealized

Depreciation

 

 

OTC Forward Exchange Contracts (continued)

 

                

Euro

     UBSW       Sell        3,779,509      $ 4,164,266        11/23/20          $      $ (97,065
                

 

 

 

Total Forward Exchange Contracts

                     $ 8,210,964      $ (3,948,922
                

 

 

 

Net unrealized appreciation (depreciation)

                     $ 4,262,042     
                

 

 

    

aMay be comprised of multiple contracts with the same counterparty, currency and settlement date.

 

 

See Note 11 regarding other derivative information.

See Abbreviations on page 42.

 

     
franklintempleton.com    The accompanying notes are an integral part of these financial statements.  |  Semiannual Report           

23


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

 

Statement of Assets and Liabilities

June 30, 2020 (unaudited)

Franklin Mutual Shares Fund

 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

         $7,788,138,946  

Cost - Non-controlled affiliates (Note 3f and 12)

     42,879,108  

Cost - Unaffiliated repurchase agreements

     673,869  
  

 

 

 

Value - Unaffiliated issuers+

         $8,422,631,505  

Value - Non-controlled affiliates (Note 3f and 12)

     25,678,437  

Value - Unaffiliated repurchase agreements

     673,869  

Cash

     2,723,287  

Receivables:

  

Investment securities sold

     5,994,067  

Capital shares sold

     1,682,732  

Dividends and interest

     25,037,724  

European Union tax reclaims

     6,177,648  

Deposits with brokers for:

  

Futures contracts

     4,894,938  

Unrealized appreciation on OTC forward exchange contracts

     8,210,964  

Other assets

     3,460,366  
  

 

 

 

Total assets

         8,507,165,537  
  

 

 

 

Liabilities:

  

Payables:

  

Investment securities purchased

     49,015,910  

Capital shares redeemed

     9,599,298  

Management fees

     4,704,471  

Distribution fees

     802,690  

Transfer agent fees

     1,284,746  

Trustees’ fees and expenses

     1,114,658  

Variation margin on futures contracts

     963,769  

Payable upon return of securities loaned

     2,150,869  

Unrealized depreciation on OTC forward exchange contracts

     3,948,922  

Accrued expenses and other liabilities

     770,994  
  

 

 

 

Total liabilities

     74,356,327  
  

 

 

 

Net assets, at value

         $8,432,809,210  
  

 

 

 

Net assets consist of:

  

Paid-in capital

         $7,674,110,813  

Total distributable earnings (losses)

     758,698,397  
  

 

 

 

Net assets, at value

         $8,432,809,210  
  

 

 

 

 

+Includes securities loaned

   $           2,053,799  

 

     

24

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Assets and Liabilities (continued)

 

June 30, 2020 (unaudited)

Franklin Mutual Shares Fund

 

Class Z:

  

Net assets, at value

       $ 3,976,955,771  
  

 

 

 

Shares outstanding

     182,153,537  
  

 

 

 

Net asset value and maximum offering price per share

     $21.83  
  

 

 

 

Class A:

  

Net assets, at value

       $ 2,887,619,125  
  

 

 

 

Shares outstanding

     133,925,127  
  

 

 

 

Net asset value per sharea

     $21.56  
  

 

 

 

Maximum offering price per share (net asset value per share ÷ 94.50%)

     $22.81  
  

 

 

 

Class C:

  

Net assets, at value

       $ 202,084,090  
  

 

 

 

Shares outstanding

     9,420,585  
  

 

 

 

Net asset value and maximum offering price per sharea

     $21.45  
  

 

 

 

Class R:

  

Net assets, at value

       $ 46,352,080  
  

 

 

 

Shares outstanding

     2,159,202  
  

 

 

 

Net asset value and maximum offering price per share

     $21.47  
  

 

 

 

Class R6:

  

Net assets, at value

       $ 1,319,798,144  
  

 

 

 

Shares outstanding

     60,467,400  
  

 

 

 

Net asset value and maximum offering price per share

     $21.83  
  

 

 

 

aRedemption price is equal to net asset value less contingent deferred sales charges, if applicable.

 

     
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25


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

 

Statement of Operations

for the six months ended June 30, 2020 (unaudited)

Franklin Mutual Shares Fund

 

Investment income:

  

Dividends:(net of foreign taxes)*

  

Unaffiliated issuers

       $ 223,873,646  

Interest:

  

Unaffiliated issuers

     25,565,421  

Adjustment for uncollectible interest (Note 8)

     (8,097,948

Income from securities loaned:

  

Unaffiliated entities (net of fees and rebates)

     1,508  

Non-controlled affiliates (Note 3f)

     62  
  

 

 

 

Total investment income

     241,342,689  
  

 

 

 

Expenses:

  

Management fees (Note 3a)

     30,746,726  

Distribution fees: (Note 3c)

  

Class A

     4,043,818  

Class C

     1,186,683  

Class R

     125,646  

Transfer agent fees: (Note 3e)

  

Class Z

     2,163,310  

Class A

     1,587,782  

Class C

     116,471  

Class R

     24,798  

Class R6

     156,734  

Custodian fees (Note 4)

     129,825  

Reports to shareholders

     316,168  

Registration and filing fees

     101,029  

Professional fees

     124,195  

Trustees’ fees and expenses

     411,696  

Dividends on securities sold short

     1,440,340  

Other

     132,763  
  

 

 

 

Total expenses

     42,807,984  

Expense reductions (Note 4)

     (42,318

Expenses waived/paid by affiliates (Note 3f)

     (231
  

 

 

 

Net expenses

     42,765,435  
  

 

 

 

Net investment income

     198,577,254  
  

 

 

 

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

Investments:

  

Unaffiliated issuers

     (254,612,657

Written options

     (959,764

Foreign currency transactions

     (45,952

Forward exchange contracts

     4,862,927  

Futures contracts

     5,195,390  

Securities sold short

     (5,239,621
  

 

 

 

Net realized gain (loss)

     (250,799,677
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

Investments:

  

Unaffiliated issuers

     (2,353,517,374

Non-controlled affiliates (Note 3f and 12)

     (3,929,015

Translation of other assets and liabilities denominated in foreign currencies

     (205,630

Forward exchange contracts

     13,300,947  

 

     

26

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Operations (continued)

 

for the six months ended June 30, 2020 (unaudited)

Franklin Mutual Shares Fund

 

Futures contracts

     5,502,090  

Securities sold short

     7,345,027  
  

 

 

 

Net change in unrealized appreciation (depreciation)

     (2,331,503,955
  

 

 

 

Net realized and unrealized gain (loss)

     (2,582,303,632
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     $ (2,383,726,378
  

 

 

 

 

*Foreign taxes withheld on dividends

   $         2,174,020  

 

     
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27


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

 

Statements of Changes in Net Assets

Franklin Mutual Shares Fund

 

     Six Months Ended
June 30, 2020
(unaudited)
    Year Ended
December 31, 2019
 

 

 

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

         $ 198,577,254           $ 286,473,860  

Net realized gain (loss)

     (250,799,677     589,248,324  

Net change in unrealized appreciation (depreciation)

     (2,331,503,955     1,737,821,368  
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     (2,383,726,378     2,613,543,552  
  

 

 

 

Distributions to shareholders:

    

Class Z

           (424,957,060

Class A

           (310,738,396

Class C

           (20,683,973

Class R

           (5,167,516

Class R6

           (180,523,371
  

 

 

 

Total distributions to shareholders

           (942,070,316
  

 

 

 

Capital share transactions: (Note 2)

    

Class Z

     (363,109,014     (407,966,163

Class A

     (319,935,808     (326,358,495

Class C

     (36,573,505     (49,007,989

Class R

     (6,670,152     (18,388,105

Class R6

     (21,011,972     (1,891,813,271
  

 

 

 

Total capital share transactions

     (747,300,451     (2,693,534,023
  

 

 

 

Net increase (decrease) in net assets

     (3,131,026,829     (1,022,060,787

Net assets:

    

Beginning of period

     11,563,836,039       12,585,896,826  
  

 

 

 

End of period

         $ 8,432,809,210           $ 11,563,836,039  
  

 

 

 

 

     

28

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FRANKLIN MUTUAL SERIES FUNDS

Notes to Financial Statements (unaudited)

 

Franklin Mutual Shares Fund

1. Organization and Significant Accounting Policies

Franklin Mutual Series Funds (Trust) is registered under the Investment Company Act of 1940 (1940 Act) as an open-end management investment company, consisting of six separate funds and applies the specialized accounting and reporting guidance in U.S. Generally Accepted Accounting Principles (U.S. GAAP). Franklin Mutual Shares Fund (Fund) is included in this report. The Fund offers five classes of shares: Class Z, Class A, Class C, Class R and Class R6.Class C shares automatically convert to Class A shares after they have been held for 10 years. Each class of shares may differ by its initial sales load, contingent deferred sales charges, voting rights on matters affecting a single class, its exchange privilege and fees due to differing arrangements for distribution and transfer agent fees.

The following summarizes the Fund’s significant accounting policies.

a. Financial Instrument Valuation

The Fund’s investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund calculates the net asset value (NAV) per share each business day as of 4 p.m. Eastern time or the regularly scheduled close of the New York Stock Exchange (NYSE), whichever is earlier. Under compliance policies and procedures approved by the Trust’s Board of Trustees (the Board), the Fund’s administrator has responsibility for oversight of valuation, including leading the cross-functional Valuation Committee (VC). The Fund may utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities and derivative financial instruments listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or as of 4 p.m. Eastern time. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at 4 p.m. Eastern time on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple

exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities.

Debt securities generally trade in the OTC market rather than on a securities exchange. The Fund’s pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, credit spreads, estimated default rates, anticipated market interest rate volatility, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value.

Investments in open-end mutual funds are valued at the closing NAV. Investments in repurchase agreements are valued at cost, which approximates fair value.

Certain derivative financial instruments trade in the OTC market. The Fund’s pricing services use various techniques including industry standard option pricing models and proprietary discounted cash flow models to determine the fair value of those instruments. The Fund’s net benefit or obligation under the derivative contract, as measured by the fair value of the contract, is included in net assets.

The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the Fund primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed.

 

 

     
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29


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

1. Organization and Significant Accounting Policies (continued)

a. Financial Instrument Valuation (continued)

Trading in securities on foreign securities stock exchanges and OTC markets may be completed before 4 p.m. Eastern time. In addition, trading in certain foreign markets may not take place on every Fund’s business day. Events can occur between the time at which trading in a foreign security is completed and 4 p.m. Eastern time that might call into question the reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between the value of the Fund’s portfolio securities as determined at the foreign market close and the latest indications of value at 4 p.m. Eastern time. In order to minimize the potential for these differences, an independent pricing service may be used to adjust the value of the Fund’s portfolio securities to the latest indications of fair value at 4 p.m. Eastern time. At June 30, 2020, certain securities may have been fair valued using these procedures, in which case the securities were categorized as Level 2 inputs within the fair value hierarchy. See the Fair Value Measurements note for more information.

When the last day of the reporting period is a non-business day, certain foreign markets may be open on those days that the Fund’s NAV is not calculated, which could result in differences between the value of the Fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.

b. Foreign Currency Translation

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Portfolio securities and assets and liabilities denominated in foreign currencies contain risks that those currencies will decline in value relative to the U.S. dollar. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent

value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board.

The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments in the Statement of Operations.

Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.

c. Joint Repurchase Agreement

The Fund enters into a joint repurchase agreement whereby its uninvested cash balance is deposited into a joint cash account with other funds managed by the investment manager or an affiliate of the investment manager and is used to invest in one or more repurchase agreements. The value and face amount of the joint repurchase agreement are allocated to the funds based on their pro-rata interest. A repurchase agreement is accounted for as a loan by the Fund to the seller, collateralized by securities which are delivered to the Fund’s custodian. The fair value, including accrued interest, of the initial collateralization is required to be at least 102% of the dollar amount invested by the funds, with the value of the underlying securities marked to market daily to maintain coverage of at least 100%. Repurchase agreements are subject to the terms of Master Repurchase Agreements (MRAs) with approved counterparties (sellers). The MRAs contain various provisions, including but not limited to events of default and maintenance of collateral for repurchase agreements. In the event of default by either the seller or the Fund, certain MRAs may permit the non-defaulting party to net and close-out all transactions, if any, traded under such agreements. The Fund may sell securities it holds as collateral and apply the proceeds towards the repurchase price and any other amounts owed by the seller to the Fund in the event of default by the seller. This could involve costs or delays in addition to a loss on the securities if their value falls

 

 

     

30

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

below the repurchase price owed by the seller. The joint repurchase agreement held by the Fund at period end, as indicated in the Statement of Investments, had been entered into on June 30, 2020.

d. Securities Purchased on a When-Issued or Delayed Delivery Basis

The Fund purchases securities on a when-issued or delayed delivery basis, with payment and delivery scheduled for a future date. These transactions are subject to market fluctuations and are subject to the risk that the value at delivery may be more or less than the trade date purchase price. Although the Fund will generally purchase these securities with the intention of holding the securities, it may sell the securities before the settlement date. Sufficient assets have been segregated for these securities.

e. Derivative Financial Instruments

The Fund invested in derivative financial instruments in order to manage risk or gain exposure to various other investments or markets. Derivatives are financial contracts based on an underlying or notional amount, require no initial investment or an initial net investment that is smaller than would normally be required to have a similar response to changes in market factors, and require or permit net settlement. Derivatives contain various risks including the potential inability of the counterparty to fulfill their obligations under the terms of the contract, the potential for an illiquid secondary market, and/or the potential for market movements which expose the Fund to gains or losses in excess of the amounts shown in the Statement of Assets and Liabilities. Realized gain and loss and unrealized appreciation and depreciation on these contracts for the period are included in the Statement of Operations.

Derivative counterparty credit risk is managed through a formal evaluation of the creditworthiness of all potential counterparties. The Fund attempts to reduce its exposure to counterparty credit risk on OTC derivatives, whenever possible, by entering into International Swaps and Derivatives Association (ISDA) master agreements with certain counterparties. These agreements contain various provisions, including but not limited to collateral requirements, events of default, or early termination. Termination events applicable to the counterparty include certain deteriorations in the credit quality of the counterparty. Termination events applicable to the Fund include failure of the Fund to maintain certain net asset levels and/or limit the decline in net assets over various

periods of time. In the event of default or early termination, the ISDA master agreement gives the non-defaulting party the right to net and close-out all transactions traded, whether or not arising under the ISDA agreement, to one net amount payable by one counterparty to the other. However, absent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities. Early termination by the counterparty may result in an immediate payment by the Fund of any net liability owed to that counterparty under the ISDA agreement. At June 30, 2020, the Fund had OTC derivatives in a net liability position of $35,479.

Collateral requirements differ by type of derivative. Collateral or initial margin requirements are set by the broker or exchange clearing house for exchange traded and centrally cleared derivatives. Initial margin deposited is held at the exchange and can be in the form of cash and/or securities. For OTC derivatives traded under an ISDA master agreement, posting of collateral is required by either the Fund or the applicable counterparty if the total net exposure of all OTC derivatives with the applicable counterparty exceeds the minimum transfer amount, which typically ranges from $100,000 to $250,000, and can vary depending on the counterparty and the type of the agreement. Generally, collateral is determined at the close of Fund business each day and any additional collateral required due to changes in derivative values may be delivered by the Fund or the counterparty the next business day, or within a few business days. Collateral pledged and/or received by the Fund for OTC derivatives, if any, is held in segregated accounts with the Fund’s custodian/counterparty broker and can be in the form of cash and/or securities. Unrestricted cash may be invested according to the Fund’s investment objectives. To the extent that the amounts due to the Fund from its counterparties are not subject to collateralization or are not fully collateralized, the Fund bears the risk of loss from counterparty non-performance.

At June 30, 2020, the Fund received $4,612,924 in U.K. Treasury Bonds and U.S. Treasury Bills, Bonds and Notes as collateral for derivatives.

The Fund entered into exchange traded futures contracts primarily to manage exposure to certain foreign currencies. A futures contract is an agreement between the Fund and a counterparty to buy or sell an asset at a specified price on a future date. Required initial margins are pledged by the Fund,

 

 

     
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31


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

1. Organization and Significant Accounting Policies (continued)

e. Derivative Financial Instruments (continued)

and the daily change in fair value is accounted for as a variation margin payable or receivable in the Statement of Assets and Liabilities.

The Fund entered into OTC forward exchange contracts primarily to manage exposure to certain foreign currencies. A forward exchange contract is an agreement between the Fund and a counterparty to buy or sell a foreign currency at a specific exchange rate on a future date.

The Fund purchased or wrote exchange traded option contracts primarily to manage exposure to equity price risk. An option is a contract entitling the holder to purchase or sell a specific amount of shares or units of an asset or notional amount of a swap (swaption), at a specified price. When an option is purchased or written, an amount equal to the premium paid or received is recorded as an asset or liability, respectively. Upon exercise of an option, the acquisition cost or sales proceeds of the underlying investment is adjusted by any premium received or paid. Upon expiration of an option, any premium received or paid is recorded as a realized gain or loss. Upon closing an option other than through expiration or exercise, the difference between the premium received or paid and the cost to close the position is recorded as a realized gain or loss.

See Note 11 regarding other derivative information.

f. Securities Sold Short

The Fund is engaged in selling securities short, which obligates the Fund to replace a borrowed security with the same security at current fair value. The Fund incurs a loss if the price of the security increases between the date of the short sale and the date on which the Fund replaces the borrowed security. The Fund realizes a gain if the price of the security declines between those dates. Gains are limited to the price at which the Fund sold the security short, while losses are potentially unlimited in size.

The Fund is required to establish a margin account with the broker lending the security sold short. While the short sale is outstanding, the broker retains the proceeds of the short sale to the extent necessary to meet margin requirements until the short position is closed out. A deposit must also be maintained with the Fund’s custodian/counterparty broker

consisting of cash and/or securities having a value equal to a specified percentage of the value of the securities sold short. The Fund is obligated to pay fees for borrowing the securities sold short and is required to pay the counterparty any dividends and/or interest due on securities sold short. Such dividends and/or interest and any security borrowing fees are recorded as an expense to the Fund. At June 30, 2020, the Fund had no securities sold short.

g. Securities Lending

The Fund participates in an agency based securities lending program to earn additional income. The Fund receives cash collateral against the loaned securities in an amount equal to at least 102% of the fair value of the loaned securities. Collateral is maintained over the life of the loan in an amount not less than 100% of the fair value of loaned securities, as determined at the close of Fund business each day; any additional collateral required due to changes in security values is delivered to the Fund on the next business day. The collateral is deposited into a joint cash account with other funds and is used to invest in a money market fund managed by Franklin Advisers, Inc., an affiliate of the Fund, and/or a joint repurchase agreement in the Statement of Assets and Liabilities. The Fund may receive income from the investment of cash collateral, in addition to lending fees and rebates paid by the borrower. Income from securities loaned, net of fees paid to the securities lending agent and/or third-party vendor, is reported separately in the Statement of Operations. The Fund bears the market risk with respect to the collateral investment, securities loaned, and the risk that the agent may default on its obligations to the Fund. If the borrower defaults on its obligation to return the securities loaned, the Fund has the right to repurchase the securities in the open market using the collateral received. The securities lending agent has agreed to indemnify the Fund in the event of default by a third party borrower.

h. Senior Floating Rate Interests

The Fund invests in senior secured corporate loans that pay interest at rates which are periodically reset by reference to a base lending rate plus a spread. These base lending rates are generally the prime rate offered by a designated U.S. bank or the London InterBank Offered Rate (LIBOR). Senior secured corporate loans often require prepayment of principal from excess cash flows or at the discretion of the borrower. As a result, actual maturity may be substantially

 

 

     

32

          Semiannual Report   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

less than the stated maturity. Senior secured corporate loans in which the Fund invests are generally readily marketable, but may be subject to certain restrictions on resale.

i. Income and Deferred Taxes

It is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code. The Fund intends to distribute to shareholders substantially all of its taxable income and net realized gains to relieve it from federal income and excise taxes. As a result, no provision for U.S. federal income taxes is required.

The Fund may be subject to foreign taxation related to income received, capital gains on the sale of securities and certain foreign currency transactions in the foreign jurisdictions in which it invests. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. When a capital gain tax is determined to apply, the Fund records an estimated deferred tax liability in an amount that would be payable if the securities were disposed of on the valuation date.

As a result of several court cases, in certain countries across the European Union, the Fund filed additional tax reclaims for previously withheld taxes on dividends earned in those countries (EU reclaims). These additional filings are subject to various administrative proceedings by the local jurisdictions’ tax authorities within the European Union, as well as a number of related judicial proceedings. Income recognized, if any, for EU reclaims is reflected as other income in the Statement of Operations and any related receivable, if any, is reflected as European Union tax reclaims in the Statement of Assets and Liabilities. When uncertainty exists as to the ultimate resolution of these proceedings, the likelihood of receipt of these EU reclaims, and the potential timing of payment, no amounts are reflected in the financial statements. For U.S. income tax purposes, EU reclaims received by the Fund, if any, reduce the amounts of foreign taxes Fund shareholders can use as tax credits in their individual income tax returns.

The Fund may recognize an income tax liability related to its uncertain tax positions under U.S. GAAP when the uncertain tax position has a less than 50% probability that it will be sustained upon examination by the tax authorities based on its technical merits. As of June 30, 2020, the Fund has determined that no tax liability is required in its financial statements related to uncertain tax positions for any open tax

years (or expected to be taken in future tax years). Open tax years are those that remain subject to examination and are based on the statute of limitations in each jurisdiction in which the Fund invests.

j. Security Transactions, Investment Income, Expenses and Distributions

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income and dividends declared on securities sold short are recorded on the ex-dividend date except for certain dividends from securities where the dividend rate is not available. In such cases, the dividend is recorded as soon as the information is received by the Fund. Distributions to shareholders are recorded on the ex-dividend date. Distributable earnings are determined according to income tax regulations (tax basis) and may differ from earnings recorded in accordance with U.S. GAAP. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods.

Common expenses incurred by the Trust are allocated among the Funds based on the ratio of net assets of each Fund to the combined net assets of the Trust or based on the ratio of number of shareholders of each Fund to the combined number of shareholders of the Trust. Fund specific expenses are charged directly to the Fund that incurred the expense.

Realized and unrealized gains and losses and net investment income, excluding class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions by class are generally due to differences in class specific expenses.

k. Accounting Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

 

 

     
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33


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

1. Organization and Significant Accounting

Policies (continued)

k. Accounting Estimates (continued)

liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

l. Guarantees and Indemnifications

Under the Trust’s organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust.

Additionally, in the normal course of business, the Trust, on behalf of the Fund, enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote.

 

 

2. Shares of Beneficial Interest

At June 30, 2020, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

    

Six Months Ended

June 30, 2020

 

Year Ended

December 31, 2019

 
      Shares       Amount         Shares         Amount  

 

Class Z Shares:

        

Shares sold

     3,248,691     $ 74,729,821       5,703,921     $ 154,451,161  

Shares issued in reinvestment of distributions

                 13,821,998       375,962,807  

Shares redeemed

     (19,620,464     (437,838,835     (35,007,575     (938,380,131
  

 

 

 

Net increase (decrease)

     (16,371,773   $ (363,109,014     (15,481,656   $ (407,966,163
  

 

 

 

Class A Shares:

        

Shares solda

     5,009,300     $ 108,908,681       9,660,276     $ 258,457,935  

Shares issued in reinvestment of distributions

                 10,821,922       290,798,586  

Shares redeemed

     (19,402,791     (428,844,489     (32,673,689     (875,615,016
  

 

 

 

Net increase (decrease)

     (14,393,491   $ (319,935,808     (12,191,491   $   (326,358,495
  

 

 

 

Class C Shares:

        

Shares sold

     786,451     $ 18,293,610       1,854,760     $ 49,227,044  

Shares issued in reinvestment of distributions

                 765,482       20,460,413  

Shares redeemeda

     (2,471,647     (54,867,115     (4,437,754     (118,695,446
  

 

 

 

Net increase (decrease)

     (1,685,196   $ (36,573,505     (1,817,512   $ (49,007,989
  

 

 

 

Class R Shares:

        

Shares sold

     212,095     $ 4,808,203       246,671     $ 6,553,429  

Shares issued in reinvestment of distributions

                 193,343       5,163,831  

Shares redeemed

     (483,355     (11,478,355     (1,118,911     (30,105,365
  

 

 

 

Net increase (decrease)

     (271,260   $ (6,670,152     (678,897)     $ (18,388,105
  

 

 

 

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

    

Six Months Ended

June 30, 2020

 

Year Ended

December 31, 2019

 
      Shares   Amount     Shares             Amount

 

Class R6 Shares:

        

Shares sold

     2,314,740     $ 48,855,337       7,406,299     $ 199,310,809  

Shares issued in reinvestment of distributions

                 6,673,123       180,428,324  

Shares redeemed

     (2,856,528     (69,867,309     (83,508,648     (2,271,552,404
  

 

 

 

Net increase (decrease)

     (541,788   $ (21,011,972     (69,429,226   $ (1,891,813,271
  

 

 

 

aMay include a portion of Class C shares that were automatically converted to Class A.

3. Transactions with Affiliates

Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Mutual Advisers, LLC (Franklin Mutual)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager            

Franklin Templeton Distributors, Inc. (Distributors)

   Principal underwriter

Franklin Templeton Investor Services, LLC (Investor Services)    

   Transfer agent

a. Management Fees

The Fund pays an investment management fee to Franklin Mutual based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate            Net Assets
0.675%    Up to and including $5 billion
0.645%    Over $5 billion, up to and including $10 billion        
0.625%    Over $10 billion, up to and including $15 billion
0.595%    Over $15 billion, up to and including $20 billion
0.585%    Over $20 billion, up to and including $25 billion
0.565%    Over $25 billion, up to and including $30 billion
0.555%    Over $30 billion, up to and including $35 billion
0.545%    In excess of $35 billion

For the period ended June 30, 2020, the annualized gross effective investment management fee rate was 0.661% of the Fund’s average daily net assets.

b. Administrative Fees

Under an agreement with Franklin Mutual, FT Services provides administrative services to the Fund. The fee is paid by Franklin Mutual based on the Fund’s average daily net assets, and is not an additional expense of the Fund.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

3. Transactions with Affiliates (continued)

 

c. Distribution Fees

The Board has adopted distribution plans for each share class, with the exception of Class Z and Class R6 shares pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s Class A reimbursement distribution plan, the Fund reimburses Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate. Under the Class A reimbursement distribution plan, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. In addition, under the Fund’s Class C and R compensation distribution plans, the Fund pays Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate for each class. The plan year, for purposes of monitoring compliance with the maximum annual plan rates, is February 1 through January 31.

The maximum annual plan rates, based on the average daily net assets, for each class, are as follows:

 

Class A

     0.35%  

Class C

     1.00%  

Class R

     0.50%  

The Board has set the current rate at 0.25% per year for Class A shares until further notice and approval by the Board.

d. Sales Charges/Underwriting Agreements

Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. These charges are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. Distributors has advised the Fund of the following commission transactions related to the sales and redemptions of the Fund’s shares for the period:

 

Sales charges retained net of commissions paid to unaffiliated brokers/dealers

   $ 86,604  

CDSC retained

   $ 5,182  

e. Transfer Agent Fees

Each class of shares pays transfer agent fees to Investor Services for its performance of shareholder servicing obligations. The fees are based on an annualized asset based fee of 0.02% plus a transaction based fee. In addition, each class reimburses Investor Services for out of pocket expenses incurred and, except for Class R6, reimburses shareholder servicing fees paid to third parties. These fees are allocated daily based upon their relative proportion of such classes’ aggregate net assets. Class R6 pays Investor Services transfer agent fees specific to that class.

For the period ended June 30, 2020, the Fund paid transfer agent fees of $4,049,095, of which $2,002,092 was retained by Investor Services.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

f. Investments in Affiliated Management Investment Companies

The Fund invests in one or more affiliated management investment companies for purposes other than exercising a controlling influence over the management or policies. Management fees paid by the Fund are waived on assets invested in the affiliated management investment companies, as noted in the Statement of Operations, in an amount not to exceed the management and administrative fees paid directly or indirectly by each affiliate. During the period ended June 30, 2020, the Fund held investments in affiliated management investment companies as follows:

 

     

Value at

Beginning

of Period

     Purchases      Sales    

Realized

Gain (Loss)

    

Net Change in

Unrealized

Appreciation

(Depreciation)

    

Value at

End of
Period

    

Number of

Shares

Held at End

of Period

    

Income from

securities loaned

 

Non-Controlled Affiliates

                      

Institutional Fiduciary Trust Money Market Portfolio, 0.00%

           $      $ 9,836,000      $ (8,359,000               $       —                  $      $ 1,477,000        1,477,000        $62  
  

 

 

       

 

 

 

g. Waiver and Expense Reimbursements

Investor Services has contractually agreed in advance to waive or limit its fees so that the Class R6 transfer agent fees do not exceed 0.03% based on the average net assets of the class until April 30, 2021. Prior to May 1, 2020, the Class R6 transfer agent fees were limited to 0.02%.

h. Other Affiliated Transactions

At June 30, 2020, one or more of the funds in Franklin Fund Allocator Series owned 14.2% of the Fund’s outstanding shares.

i. Interfund Transactions

The Fund engaged in purchases and sales of investments with funds or other accounts that have common investment managers (or affiliated investment managers), directors, trustees or officers. During the period ended June 30, 2020, these purchase and sale transactions aggregated $0 and $6,515,609, respectively.

4. Expense Offset Arrangement

The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s custodian expenses. During the period ended June 30, 2020, the custodian fees were reduced as noted in the Statement of Operations.

5. Independent Trustees’ Retirement Plan

On January 1, 1993, the Trust adopted an Independent Trustees’ Retirement Plan (Plan). The Plan is an unfunded defined benefit plan that provides benefit payments to Trustees whose length of service and retirement age meets the eligibility requirements of the Plan. Benefits under the Plan are based on years of service and fees paid to each trustee at the time of retirement. Effective in December 1996, the Plan was closed to new participants.

During the period ended June 30, 2020, the Fund’s projected benefit obligation and benefit payments under the Plan were as follows:

 

aProjected benefit obligation at June 30, 2020

   $ 1,078,204  

bIncrease in projected benefit obligation

   $ 48,446  

 

     
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37


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

5. Independent Trustees’ Retirement Plan (continued)

 

Benefit payments made to retired trustees

   $ (6,116

aThe projected benefit obligation is included in trustees’ fees and expenses in the Statement of Assets and Liabilities.

bThe increase in projected benefit obligation is included in trustees’ fees and expenses in the Statement of Operations.

6. Income Taxes

At June 30, 2020, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:

 

Cost of investments

   $ 7,824,386,689  
  

 

 

 

Unrealized appreciation

   $ 1,697,266,526  

Unrealized depreciation

     (1,065,058,796
  

 

 

 

Net unrealized appreciation (depreciation)

   $ 632,207,730  
  

 

 

 

Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatments of foreign currency transactions, pass-through entity income and defaulted securities.

7. Investment Transactions

Purchases and sales of investments (excluding short term securities and securities sold short) for the period ended June 30, 2020, aggregated $1,315,323,176 and $1,399,486,601, respectively.

At June 30, 2020, in connection with securities lending transactions, the Fund loaned equity investments and received $2,150,869 of cash collateral. The gross amount of recognized liability for such transactions is included in payable upon return of securities loaned in the Statement of Assets and Liabilities. The agreements can be terminated at any time.

8. Credit Risk and Defaulted Securities

The Fund may purchase the pre-default or defaulted debt of distressed companies. Distressed companies are financially troubled and could be or are already involved in financial restructuring or bankruptcy. Risks associated with purchasing these securities include the possibility that the bankruptcy or other restructuring process takes longer than expected, or that distributions in restructuring are less than anticipated, either or both of which may result in unfavorable consequences to the Fund. If it becomes probable that the income on debt securities, including those of distressed companies, will not be collected, the Fund discontinues accruing income and recognizes an adjustment for uncollectible interest. For the period ended June 30, 2020, the Fund recorded an adjustment for uncollectible interest of $8,097,948, as noted in the Statement of Operations.

At June 30, 2020, the aggregate long value of distressed company securities for which interest recognition has been discontinued was $53,663,437, representing 0.6% of the Fund’s net assets. For information as to specific securities, see the accompanying Statement of Investments.

9. Novel Coronavirus Pandemic

The global outbreak of the novel coronavirus disease, known as COVID-19, has caused adverse effects on many companies, sectors, nations, regions and the markets in general, and may continue for an unpredictable duration. The effects of this pandemic may materially impact the value and performance of the Fund, its ability to buy and sell fund investments at appropriate valuations and its ability to achieve its investment objectives.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

10. Restricted Securities

The Fund invests in securities that are restricted under the Securities Act of 1933 (1933 Act). Restricted securities are often purchased in private placement transactions, and cannot be sold without prior registration unless the sale is pursuant to an exemption under the 1933 Act. Disposal of these securities may require greater effort and expense, and prompt sale at an acceptable price may be difficult. The Fund may have registration rights for restricted securities. The issuer generally incurs all registration costs.

At June 30, 2020, investments in restricted securities, excluding securities exempt from registration under the 1933 Act, were as follows:

 

Shares   Issuer   

Acquisition

Date

     Cost      Value  
7,234,813  

International Automotive Components Group Brazil LLC (Value is 0.0% of Net Assets)

     4/13/06 - 12/26/08          $ 4,804,678      $ 136,043  
       

 

 

 

Rounds to less than 0.1% of net assets.

11. Other Derivative Information

At June 30, 2020, investments in derivative contracts are reflected in the Statement of Assets and Liabilities as follows:

 

    

Asset Derivatives

    

Liability Derivatives

 

Derivative Contracts

Not Accounted for as

Hedging Instruments

  

Statement of

Assets and Liabilities

Location

   Fair Value     

Statement of

Assets and Liabilities

Location

   Fair Value  

 

Foreign exchange contracts

  

 

Variation margin on futures contracts

  

 

$

 

3,344,248

 

a  

  

 

Variation margin on futures contracts

  

 

$

 

 

 

  

Unrealized appreciation on OTC forward exchange contracts

     8,210,964     

Unrealized depreciation on OTC forward exchange contracts

     3,948,922  
     

 

 

       

 

 

 

Totals

      $ 11,555,212         $ 3,948,922  
     

 

 

       

 

 

 

aThis amount reflects the cumulative appreciation (depreciation) of futures contracts as reported in the Statement of Investments. Only the variation margin receivable/payable at period end is separately reported within the Statement of Assets and Liabilities. Prior variation margin movements were recorded to cash upon receipt or payment.

For the period ended June 30, 2020, the effect of derivative contracts in the Statement of Operations was as follows:

 

Derivative Contracts

Not Accounted for as

Hedging Instruments

  

Statement of

Operations Location

  

Net Realized

Gain (Loss) for

the Period

     Statement of
Operations Location
  

Net Change in

Unrealized

Appreciation

(Depreciation)

for the Period

 
  

 

Net realized gain (loss) from:

     

 

Net change in unrealized appreciation (depreciation) on:

  

Foreign exchange contracts

  

Forward exchange contracts

     $4,862,927      

Forward exchange contracts

     $13,300,947  
  

Futures contracts

     5,195,472      

Futures contracts

     5,502,090  

Equity contracts

  

Written options

     (959,764)     

Written options

      
     

 

 

       

 

 

 

Totals

            $9,098,635                $18,803,037  
     

 

 

       

 

 

 

 

     
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39


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

11. Other Derivative Information (continued)

 

For the period ended June 30, 2020, the average month end notional amount of futures contracts and options represented $189,889,139 and 6,000 shares, respectively. The average month end contract value of forward exchange contracts was $643,917,971.

See Note 1(e) regarding derivative financial instruments.

12. Holdings of 5% Voting Securities of Portfolio Companies

The 1940 Act defines “affiliated companies” to include investments in portfolio companies in which a fund owns 5% or more of the outstanding voting securities. During the period ended June 30, 2020, investments in “affiliated companies” were as follows:

 

Name of Issuer   

Value at

Beginning

of Period

     Purchases      Sales     

Realized

Gain (Loss)

    

Net Change in

Unrealized

Appreciation

(Depreciation)

   

Value at

End of

Period

    

Number of

Shares/Units Held

at End

of Period

    

Dividend

Income

 

Non-Controlled Affiliates

                      

International Automotive Components Group Brazil LLC

     $     262,624        $  —        $  —        $  —        $   (126,581     $     136,043        7,234,813        $  —  

TRU Kids Parent LLC

     27,867,828                             (3,802,434     24,065,394        7,469         

Wayne Services Legacy Inc.

                                              7,469         
  

 

 

       

 

 

 

Total Affiliated Securities (Value is 0.3% of Net Assets)

     $28,130,452        $  —        $  —        $  —        $(3,929,015     $24,201,437           $  —  
  

 

 

       

 

 

 

13. Credit Facility

The Fund, together with other U.S. registered and foreign investment funds (collectively, Borrowers), managed by Franklin Templeton, are borrowers in a joint syndicated senior unsecured credit facility totaling $2 billion (Global Credit Facility) which matures on February 5, 2021. This Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests.

Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee of 0.15% based upon the unused portion of the Global Credit Facility. These fees are reflected in other expenses in the Statement of Operations. During the period ended June 30, 2020, the Fund did not use the Global Credit Facility.

14. Fair Value Measurements

The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s financial instruments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical financial instruments

 

   

Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.)

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

 

   

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of financial instruments)

The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.

A summary of inputs used as of June 30, 2020, in valuing the Fund’s assets and liabilities carried at fair value, is as follows:

 

      Level 1      Level 2      Level 3     Total  

Assets:

          

Investments in Securities:a

          

Equity Investments:b

          

Aerospace & Defense

     $ 110,292,337      $ 93,216,505      $     $ 203,508,842  

Auto Components

                   136,043       136,043  

Capital Markets

            88,509,437              88,509,437  

Machinery

            63,516,630              63,516,630  

Media

     514,986,408               249,839       515,236,247  

Oil, Gas & Consumable Fuels

     327,241,672        164,566,540              491,808,212  

Pharmaceuticals

     702,467,786        201,576,048              904,043,834  

Software

     288,272,754        345,926              288,618,680  

Specialty Retail

     79,480,492               24,065,394 c      103,545,886  

Technology Hardware, Storage & Peripherals

     155,150,947        210,905,759              366,056,706  

Tobacco

     134,719,386        144,497,562              279,216,948  

Wireless Telecommunication Services

            48,818,348              48,818,348  

All Other Equity Investments

     4,311,228,480                     4,311,228,480  

Corporate Bonds, Notes and Senior Floating Rate Interests

            469,451,465              469,451,465  

Corporate Notes in Reorganization

            53,663,437              53,663,437  

Companies in Liquidation

                   106,798 c       106,798  

Short Term Investments

     217,454,574        44,063,244              261,517,818  
  

 

 

 

Total Investments in Securities

     $   6,841,294,836      $   1,583,130,901      $   24,558,074     $   8,448,983,811  
  

 

 

 

Other Financial Instruments:

          

Futures Contracts

     $ 3,344,248      $      $     $ 3,344,248  

Forward Exchange Contracts

            8,210,964              8,210,964  
  

 

 

 

Total Other Financial Instruments

     $ 3,344,248      $ 8,210,964      $     $ 11,555,212  
  

 

 

 

Liabilities:

          

Other Financial Instruments:

          

Forward Exchange Contracts

     $      $ 3,948,922      $     $ 3,948,922  
  

 

 

 

aFor detailed categories, see the accompanying Statement of Investments.

bIncludes common stocks as well as other equity interests.

cIncludes securities determined to have no value at June 30, 2020.

A reconciliation in which Level 3 inputs are used in determining fair value is presented when there are significant Level 3 assets and/or liabilities at the beginning and/or end of the period.

 

     
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41


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Shares Fund (continued)

 

15. New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in the ASU provides optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the LIBOR and other interbank-offered based reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying this ASU.

16. Subsequent Events

The Fund has evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure.

Abbreviations

 

Counterparty   Currency    Selected Portfolio

BOFA

   Bank of America Corp.   EUR    Euro    ADR    American Depositary Receipt

BONY

   The Bank of New York Mellon Corp.   GBP    British Pound    FHLB    Federal Home Loan Bank

HSBK

   HSBC Bank PLC   USD    United States Dollar    FRN    Floating Rate Note

SSBT

   State Street Bank and Trust Co., N.A.         LIBOR    London InterBank Offered Rate

UBSW

   UBS AG           

 

     

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FRANKLIN MUTUAL SHARES FUND

Shareholder Information

 

Board Approval of Investment Management Agreements

FRANKLIN MUTUAL SERIES FUNDS

Franklin Mutual Shares Fund

(Fund)

The Board of Trustees (Board), including a majority of trustees that are not “interested persons” as such term is defined in section 2(a)(19) of the Investment Company Act of 1940 (hereinafter referred to as “independent trustees”), at a meeting held on May 14, 2020, unanimously approved the renewal of the Fund’s investment management agreement. Prior to a meeting of all of the trustees for the purpose of considering such renewal, the independent trustees participated in two other meetings held in connection with the renewal process. Throughout the process, the independent trustees received assistance and advice from and met separately with independent counsel. The independent trustees met with and interviewed officers of the investment manager (including portfolio managers), the transfer agent and shareholder services group and the distributor. In approving the renewal of the investment management agreement for the Fund, the Board, including the independent trustees, determined that the investment management fee structure was fair and reasonable and that continuance of the agreement was in the best interests of the Fund and its shareholders.

In reaching their decision on the investment management agreement, the trustees took into account information furnished throughout the year at regular Board meetings, as well as information specifically requested and furnished for the renewal process, which culminated in the meetings referred to above for the specific purpose of considering such agreement. Information furnished throughout the year included, among others, reports on the Fund’s investment performance, expenses, portfolio composition, portfolio brokerage execution, client commission arrangements, derivatives, securities lending, asset segregation, portfolio turnover, Rule 12b-1 plan, distribution, shareholder servicing, legal and compliance matters, pricing of securities, sales and redemptions, and marketing support payments made to financial intermediaries, as well as a third-party survey of transfer agent fees charged to funds within the Franklin Templeton Investments (FT) complex in comparison with those charged to other fund complexes deemed comparable. Also, related financial statements and other information about the scope and quality of services provided by the investment manager and its affiliates and enhancements to

such services over the past year were provided. In addition, the trustees received periodic reports throughout the year and during the renewal process relating to compliance with the Fund’s investment policies and restrictions. During the renewal process, the independent trustees considered the investment manager’s methods of operation within the Franklin Templeton group and its activities on behalf of other clients. The Board also noted that it received an annual report on all payments made by FT or the Fund to financial intermediaries engaged in the sale of Fund shares, as well as a memorandum relating to third-party servicing arrangements in response to a Guidance Update from the U.S. Securities and Exchange Commission (SEC) relating to mutual fund distribution and sub-accounting fees.

The information obtained by the trustees during the renewal process also included a special report prepared by Broadridge Financial Solutions, Inc., an independent third-party analyst that utilizes data from Lipper, Inc. (“Lipper”), comparing the Fund’s investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper (Broadridge Section 15(c) Report). The trustees reviewed the Broadridge Section 15(c) Report and its usefulness in the renewal process with respect to matters such as comparative fees, expenses, expense ratios, performance and volatility. They concluded that the report continues to be a reliable resource in the performance of their duties.

In addition, the trustees received a Profitability Study (Profitability Study) prepared by management discussing the profitability to FT from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Over the past year, the Board and counsel to the independent trustees continued to receive reports on management’s handling of recent regulatory inquiries and pending legal actions against the investment manager and its affiliates. The independent trustees were satisfied with the actions taken to date by management in response to such regulatory and legal matters.

The trustees reviewed the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of the investment manager. As part of this review, particular attention was given to management’s diligent risk management program, including continual monitoring and management of cybersecurity, liquidity and counterparty credit risk, and attention given to derivatives and other complex instruments that are held and expected to be held by the Fund and how such instruments

 

 

     
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are used to carry out the Fund’s investment goal(s). The Board also took into account, among other things, management’s efforts in establishing a global credit facility for the benefit of the Fund and other accounts managed by FT to provide a source of cash for temporary and emergency purposes or to meet unusual redemption requests as well as the strong financial position of the investment manager’s parent company and its commitment to the mutual fund business. The Board noted management’s continuing efforts and expenditures in establishing effective business continuity plans and developing strategies to address areas of heightened concern in the mutual fund industry, such as cybersecurity and liquidity risk management. The Board also recognized management’s commitment to facilitating Board oversight of particular areas, including derivatives and payments to intermediaries, by enhanced reporting.

In addition to the above and other matters considered by the trustees throughout the course of the year, the following discussion relates to certain primary factors relevant to the Board’s decision. This discussion of the information and factors considered by the Board (including the information and factors discussed above) is not intended to be exhaustive, but rather summarizes certain factors considered by the Board. In view of the wide variety of factors considered, the Board did not, unless otherwise noted, find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual trustees may have assigned different weights to various factors.

NATURE, EXTENT AND QUALITY OF SERVICES. The trustees reviewed the nature, extent and quality of the services provided, and to be provided, by the investment manager. The trustees cited the investment manager’s ability to implement the Fund’s disciplined value investment approach and its long-term relationship with the Fund as reasons that shareholders choose to invest, and remain invested, in the Fund. The trustees reviewed the Fund’s portfolio management team, including its performance, staffing, skills and compensation program. With respect to portfolio manager compensation, management assured the trustees that the Fund’s long-term performance is a significant component of incentive-based compensation and noted that a portion of a portfolio manager’s incentive-based compensation is paid in shares of pre-designated funds from the portfolio manager’s fund management area. The trustees noted that the portfolio manager compensation program aligned the interests of the portfolio managers with that of shareholders of the Fund. The trustees discussed with management various other products, portfolios and entities

that are advised by the investment manager and the allocation of assets and expenses among and within them, as well as their relative fees and reasons for differences with respect thereto and any potential conflicts. During regular Board meetings and the aforementioned meetings of the independent trustees, the trustees received reports and presentations on the investment manager’s best execution trading policies. The trustees considered periodic reports provided to them showing that the investment manager complied with the investment policies and restrictions of the Fund as well as other reports periodically furnished to the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics covering the investment management personnel, the adherence to fair value pricing procedures established by the Board and the accuracy of net asset value calculations. The Board noted the extent of the benefits provided to Fund shareholders from being part of the Franklin Templeton group of funds, including the right to exchange investments between funds (same class) without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings of other funds to obtain reduced sales charges. The Board considered the investment manager’s significant efforts in developing and implementing compliance procedures established in accordance with SEC and other requirements.

The Board considered the nature, extent and quality of the services to be provided under the Fund’s other service agreements to determine that, on an overall basis, Fund shareholders were well served. In this connection, the Board also took into account transfer agent and shareholder services provided to Fund shareholders by an affiliate of the investment manager, noting continuing expenditures by management to increase and improve the scope of such services and favorable periodic reports on shareholder services conducted by independent third parties. While such considerations directly affected the trustees’ decision in renewing the Fund’s transfer agent and shareholder services agreement, the Board also considered these commitments as incidental benefits to Fund shareholders deriving from the investment management relationship.

Based on their review, the trustees were satisfied with the nature and quality of the overall services provided, and to be provided, by the investment manager and its affiliates to the Fund and its shareholders and were confident in the abilities of the management team to continue the disciplined value investment approach of the Fund and to provide quality services to the Fund and its shareholders.

 

 

     

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INVESTMENT PERFORMANCE. The trustees reviewed and placed significant emphasis on the investment performance of the Fund over the one-, three-, five- and 10-year periods ended December 31, 2019. They considered the history of performance of the Fund relative to various benchmarks. As part of their review, they inquired of management regarding benchmarks, style drift and restrictions on permitted investments. Consideration was also given to performance in the context of available levels of cash during the periods.

The trustees had meetings during the year, including the meetings referred to above held in connection with the renewal process, with the Fund’s portfolio managers to discuss performance and the management of the Fund. In addition to the materials provided by management in connection with the renewal process, the independent trustees requested throughout the year (and received) additional presentations from the investment manager and senior management of FT regarding the performance of the investment manager and the Fund. As part of these presentations, the investment manager and senior management of FT reviewed enhancements that have been made, and are being made, to the investment manager’s investment process. In addition, it was noted that senior management of FT is conducting a review of the investment manager and the Fund and will report the results thereof to the independent trustees when completed.

Particular attention in assessing performance was given to the Broadridge Section 15(c) Report. That report showed the investment performance of the Fund (Class A shares) in comparison to other funds determined comparable by Lipper.

The comparable funds to the Fund, as chosen by Lipper, included all retail and institutional multi-cap value funds. The Fund had total returns in the second-lowest performing quintile for the one-year period ended December 31, 2019, and had annualized total returns for the three- and five-year periods in the lowest and second-lowest performing quintiles, respectively. The trustees noted that the Fund’s total return on an annualized basis for the 10-year period ended December 31, 2019 was in the lowest performing quintile. The trustees also compared Fund performance to other industry benchmarks, including measures of risk-adjusted performance of a fund, as part of their evaluation of investment performance. The Board noted that on a risk-adjusted basis, the Fund’s relative performance was more favorable. The trustees discussed with management the reasons for the relative underperformance for the one-, three-, five- and 10-year periods ended December 31, 2019.

While disappointed with the relative underperformance of the Fund, the Board did not believe that any changes with respect to the Fund were warranted at the time, particularly as the enhancements to the investment manager’s investment process continue to be implemented and as the review being conducted by senior management of FT is in process. The Board noted that it would continue to monitor future performance.

COMPARATIVE EXPENSES AND MANAGEMENT PROFITABILITY. The trustees considered the cost of the services provided and to be provided and the profits realized by the investment manager and its affiliates from their respective relationships with the Fund. As part of the renewal process, the trustees explored with management the trends in expense ratios over the past three fiscal years and the reasons for any increases in the Fund’s expense ratios (or components thereof). In considering the appropriateness of the management fee and other expenses charged to the Fund, the Board took into account various factors including investment performance and matters relating to Fund operations, including, but not limited to, the quality and experience of its portfolio managers and research staff. Consideration was also given to a comparative analysis in the Broadridge Section 15(c) Report of the investment management fee and total expense ratio of the Fund in comparison with those of a group of other funds selected by Lipper as its appropriate Lipper expense group. Lipper expense data is based upon information taken from each fund’s most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Lipper to be an appropriate measure of comparative expenses.

In reviewing comparative costs, emphasis was given to the Fund’s contractual management fee in comparison with the contractual management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper contractual management fee analysis includes administrative charges as being part of the management fee, and total expenses, for comparative consistency, are shown by Lipper for Fund Class A shares.

 

 

     
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The Fund’s contractual management fee rate was in the second-most expensive quintile of its Lipper expense group and its total expenses were in the second-least expensive quintile of such group. The Board was satisfied with such comparative fees and expenses.

The trustees also reviewed the Profitability Study addressing profitability of Franklin Resources, Inc., from its overall U.S. fund business, as well as profitability to the Fund’s investment manager and its affiliates, from providing investment management and other services to the Fund during the 12-month period ended September 30, 2019, the most recent fiscal year-end of Franklin Resources, Inc. The trustees reviewed the basis on which such reports are prepared and the cost allocation methodology utilized in the Profitability Study, it being recognized that allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that the reasonableness of the cost allocation methodologies was reviewed by independent accountants on an every other year basis.

The independent trustees met with management to discuss the Profitability Study. This included, among other things, a comparison of investment management income with investment management expenses of the Fund; comparison of underwriting revenues and expenses; the relative relationship of investment management and underwriting expenses; shareholder servicing profitability; economies of scale; and the relative contribution of the Fund to the profitability of the investment manager and its parent. In discussing the Profitability Study with the Board, the investment manager stated its belief that the costs incurred in establishing the infrastructure necessary to operate the type of mutual fund operations conducted by it and its affiliates may not be fully reflected in the expenses allocated to the Fund in determining its profitability.

The Board also took into account management’s expenditures in improving shareholder services provided to the Fund, as well as the need to meet additional regulatory and compliance requirements. The trustees also considered the extent to which the investment manager may derive ancillary benefits from Fund operations, including those derived from economies of scale, discussed below, the allocation of Fund brokerage and the use of commission dollars to pay for research and other similar services.

Based upon their consideration of all these factors, the trustees determined that the level of profits realized by the investment manager and its affiliates in providing services to

the Fund was not excessive in view of the nature, quality and extent of services provided.

ECONOMIES OF SCALE. The Board considered economies of scale realized by the investment manager and its affiliates as the Fund grows larger and the extent to which they are shared with Fund shareholders, as for example, in the level of the investment management fee charged, in the quality and efficiency of services rendered and in increased capital commitments benefiting the Fund directly or indirectly. While recognizing that any precise determination is inherently subjective, the trustees noted that, based upon the Profitability Study, as some funds increase in size, at some point economies of scale may result in the investment manager realizing a larger profit margin on investment management services provided to such a fund. The trustees also noted that benefits of economies of scale will be shared with Fund shareholders due to the decline in the effective investment management fee rate as breakpoints are achieved by the Fund.

The trustees noted that breakpoints had been instituted as part of the Fund’s investment management fee and that the Board regularly evaluates whether additional breakpoints are appropriate. The trustees assessed the savings to shareholders resulting from such breakpoints and believed they were, and continue to be, appropriate and they agreed to continue to monitor the appropriateness of the breakpoints. The trustees also considered the effects an increase in assets under management would have on the investment management fee and expense ratio of the Fund. To the extent further economies of scale may be realized by the investment manager and its affiliates, the Board believed the investment management fees provide a sharing of benefits with the Fund and its shareholders.

Liquidity Risk Management Program

The Funds have adopted and implemented a written Liquidity Risk Management Program (the “LRMP”) as required by Rule 22e-4 under the Investment Company Act of 1940. The program is designed to assess and manage each Fund’s liquidity risk, taking into consideration the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources including the Funds’ interfund lending facility and line of credit. The Funds’ Board of Trustees approved the appointment of the Director of Liquidity Risk within the

 

 

     

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Investment Risk Management Group (the “IRMG”) as the Administrator of the LRMP. The IRMG maintains the Investment Liquidity Committee (the “ILC”) to provide oversight and administration of policies and procedures governing liquidity risk management for FT products and portfolios. The ILC includes representatives from Franklin Templeton’s Risk, Trading, Global Compliance, Investment Compliance, Investment Operations, Valuation Committee and Product Management groups.

The LRMP Administrator Annual Report was presented to the Fund(s) Board of Trustees at their meetings in May 2020. The report covered the adequacy and effectiveness of the program during the period December 1, 2018 to December 31, 2019 (the “covered period”). The report concluded that (i.) the LRMP, as adopted and implemented, remains reasonably designed to assess and manage each Fund’s liquidity risk; (ii.) the LRMP, including the Highly Liquid Investment Minimum (“HLIM”) where applicable, was implemented and operated effectively to achieve the goal of assessing and managing each Fund’s liquidity risk; and (iii.) each fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund. In addition, the LRMP Administrator presented the Fund Board of Trustees an update on liquidity during the first quarter of 2020 in relation to the COVID-19 pandemic.

During the reporting period, the Fund maintained a high level of liquid assets that are defined under the Liquidity Rule as “Highly Liquid Investments.” As a result, the Fund was designated a “Primarily Highly Liquid Fund” as defined under the Liquidity Rule and has not adopted a “Highly Liquid Investment Minimum.” A Highly Liquid Investment is defined as cash and any investment reasonably expected to be convertible to cash in current market conditions in three business days or less without the conversion to cash significantly changing the market value of the investment.

There can be no assurance that the program will achieve its objectives in the future. Please refer to your Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.

Proxy Voting Policies and Procedures

The Fund’s investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund’s complete

Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. Copies of the Fund’s proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission’s website at sec.gov and reflect the most recent 12-month period ended June 30.

Quarterly Statement of Investments

The Trust, on behalf of the Fund, files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year as an exhibit to its report on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the Commission’s website at sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.

Householding of Reports and Prospectuses

You will receive the Fund’s financial reports every six months as well as an annual updated summary prospectus (prospectus available upon request). To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the financial reports and summary prospectus. This process, called “householding,” will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at (800) 632-2301. At any time you may view current prospectuses/summary prospectuses and financial reports on our website. If you choose, you may receive these documents through electronic delivery.

 

 

     
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Authorized for distribution only when accompanied or preceded by a summary prospectus and/or prospectus. Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing. A prospectus contains this and other information; please read it carefully before investing.

To help ensure we provide you with quality service, all calls to and from our service areas are monitored and/or recorded.

 

 

 

LOGO  

Semiannual Report and Shareholder Letter

Franklin Mutual Shares Fund

  Investment Manager    Distributor    Shareholder Services
  Franklin Mutual Advisers, LLC   

Franklin Templeton Distributors, Inc.

(800) DIAL BEN® / 342-5236

franklintempleton.com

  

(800) 632-2301 - (Class A, C, R &

R6)

(800) 448-FUND - (Class Z)

 

© 2020 Franklin Templeton Investments. All rights reserved.      474 S 08/20  


LOGO

Sign up for electronic delivery at franklintempleton.com/edelivery


 

Internet Delivery of Fund Reports Unless You Request Paper Copies: Effective January 1, 2021, as permitted by the SEC, paper copies of the Fund’s shareholder reports will no longer be sent by mail, unless you specifically request them from the Fund or your financial intermediary. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. If you have not signed up for electronic delivery, we would encourage you to join fellow shareholders who have. You may elect to receive shareholder reports and other communications electronically from the Fund by calling (800) 632-2301 or by contacting your financial intermediary.

You may elect to continue to receive paper copies of all your future shareholder reports free of charge by contacting your financial intermediary or, if you invest directly with a Fund, calling (800) 632-2301 to let the Fund know of your request. Your election to receive reports in paper will apply to all funds held in your account.


SHAREHOLDER LETTER

Dear Franklin Mutual Financial Services Fund Shareholder:

 

During the six months ended June 30, 2020, global equity markets were extremely volatile and declined as the spread of the novel coronavirus (COVID-19)—first reported in December and initially centered in China—disrupted economic activity and contributed to negative investor sentiment for risk assets. Share prices plunged dramatically, pulling global equities from near-record levels in mid-February before bottoming in late March. Global stocks snapped back in April and May but moderated in June to close the period significantly above the market trough, although still in negative territory. The broad U.S. equity market, as measured by the Standard & Poor’s® 500 Index, finished the period down -3.08%, and global stocks, as measured by the MSCI World Index, retreated -5.48% .1

As the period opened, major equity markets were rallying, lifted by China and the United States’ Phase-One trade agreement that was intended to serve as the foundation of a comprehensive settlement of two years of tariff one-upmanship between the world’s two largest economies. Then, COVID-19 emerged and upended these and other plans.

The spread of the pandemic evolved into a global public health crisis, and countries around the world implemented lockdown and physical distancing measures intended to “flatten the curve” of the contagion. Consumer and business spending fell, and manufacturing and other activity came to a virtual halt. Consequently, the world’s major economies fell into recession—including an end to the record-long U.S. expansion—and projections about the economic fallout exceeded that of the 2007–2009 Global Financial Crisis.

In response, central banks expanded their mandates to support economies and markets. The U.S. Federal Reserve (Fed) and the U.S. Congress undertook unprecedented monetary and fiscal stimulus that included lowering the federal funds rate to a range of 0.00%–0.25%; initiating open-ended quantitative easing; pledging to purchase short-dated investment-grade corporate debt and exchange-traded funds; sending checks directly to millions of Americans; expanding unemployment insurance; and

offering billions in loans to both small and large businesses. The European Union approved a 750 billion (US$825 billion) COVID-19 recovery fund that recommended financial burden sharing among member states.

Policymakers’ “whatever-it-takes” approach lifted investor sentiment, and stock prices surged. Rates of infection in some of the viral epicenters around the world slowed, and government officials, eager to restart economies, embarked on a gradual, albeit uneven, reopening.

In the period’s final month, the market rally continued but slowed considerably as the number of new, daily COVID-19 diagnoses spiked in U.S. states that were among the first to reopen. These trends may have worsened as many restless citizens, locked down since March, were less than diligent about adhering to social distancing and face-covering guidelines.

In late June, the Fed released the results of its annual Comprehensive Capital Analysis and Review report of large banks, better known as stress tests, and concluded that “banks can remain strong in the face of even the harshest shocks.” Nevertheless, the Fed capped dividends of banks at current levels and halted share buybacks until after the third quarter. Bank stocks reacted negatively to this development.

Market volatility and economic uncertainty can often present what we consider opportunities. We used our bottom-up, fundamentally driven investment process to add select positions that historically have not met our investment criteria but were now, in our opinion, attractively valued, and to move capital between existing positions to reflect market shifts. We believe this approach may offer meaningful upside potential and a degree of downside protection in periods of financial market turbulence. While the current level of uncertainty may be unnerving, it is important to remember that the market historically rewards investors who take a long-term perspective. To that end, we recognize the importance of financial advisors in today’s markets and encourage investors to continue to seek their advice. Amid changing

 

 

1. Source: Morningstar.

See www.franklintempletondatasources.com for additional data provider information.

 

      Not FDIC Insured | May Lose Value  | No Bank Guarantee   

 

     
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markets and economic conditions, we are confident investors with a well-diversified portfolio and a patient, long-term outlook should be well-positioned for the years ahead.

On the following pages, the portfolio management team reviews investment decisions that pertain to performance during the past six months considering the economic environment and other factors. Please remember all securities markets fluctuate, as do mutual fund share prices.

We thank you for investing with Franklin Templeton, welcome your questions and comments, and look forward to continuing to serve your investment needs in the years ahead.

Sincerely,

Peter A. Langerman

Chairman, President and Chief Executive Officer

Franklin Mutual Advisers, LLC

This letter reflects our analysis and opinions as of June 30, 2020, unless otherwise indicated. The information is not a complete analysis of every aspect of any market, country, industry, security or fund. Statements of fact are from sources considered reliable.

Contents

 

   
Semiannual Report   
Franklin Mutual Financial Services Fund      3  
Performance Summary      7  
Your Fund’s Expenses      9  
Financial Highlights and Statement of Investments      10  
Financial Statements      18  
Notes to Financial Statements      22  
Shareholder Information      35  

 

Visit franklintempleton.com for fund updates, to access your account, or to find helpful financial planning tools.
 

 

     

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SEMIANNUAL REPORT

Franklin Mutual Financial Services Fund

 

This semiannual report for Franklin Mutual Financial Services Fund covers the period ended June 30, 2020.

Your Fund’s Goal and Main Investments

The Fund’s principal investment goal is capital appreciation, which may occasionally be short term. Its secondary goal is income. Under normal market conditions, the Fund invests at least 80% of its net assets in securities of financial services companies that we believe are available at market prices less than their intrinsic value. The Fund invests primarily in equity securities, mainly common stocks with a current focus on mid- and large cap companies. To a significantly lesser extent, the Fund also invests in merger arbitrage securities and the debt and equity of distressed companies. The Fund may invest in foreign securities without limit. The Geographic Composition bar chart on this page lists the leading countries where the Fund invests.

Performance Overview

The Fund’s Class Z shares posted a cumulative total return of -27.74% for the six months ended June 30, 2020. For comparison, the Fund’s primary benchmark, the MSCI World Financials Index (USD), which captures large and midcap representation across developed markets countries, posted a -22.71% total return, while its secondary benchmark, the Standard & Poor’s 500 (S&P 500®) Financials Index, which tracks financials stocks in the S&P 500, posted a -23.62% total return.1 You can find more of the Fund’s performance data in the Performance Summary beginning on page 7.

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

Economic and Market Overview

Global developed and emerging market equities, as measured by the MSCI All Country World Index (USD), posted a -5.99% total return during the six months under review.1 Stocks fell sharply in early 2020 as countries around

Geographic Composition*

Based on Total Net Assets as of 6/30/20

 

LOGO

*Figures are stated as a percentage of total and may not equal 100% or may be negative due to rounding, use of any derivatives, unsettled trades or other factors.

the world implemented lockdown measures in an effort to slow the spread of the novel coronavirus (COVID-19). Global supply chain disruptions, business and personal restrictions, and subdued consumer spending drove many investors to

 

 

1. Source: Morningstar.

The indexes are unmanaged and include reinvestment of any income or distributions. They do not reflect any fees, expenses or sales charges. One cannot invest directly in an index, and an index is not representative of the Fund’s portfolio.

The dollar value, number of shares or principal amount, and names of all portfolio holdings are listed in the Fund’s Statement of Investments (SOI).

The SOI begins on page 14.

 

     
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sell equity holdings in favor of perceived safe investments such as government bonds and cash. While global equities, notably in the U.S., rebounded in April and May amid optimism about easing lockdown restrictions, concerns about a second wave of infections hindered equities in June, as investors weighed the possibility of renewed restrictions.

In the U.S., government mandates to mitigate the COVID-19 pandemic severely impacted the economy beginning in March 2020. As a result, the unemployment rate surged to 14.7% in April, as many businesses, particularly those involved in hospitality, retail and travel, announced mass layoffs.2 According to the National Bureau of Economic Research, the longest U.S. economic expansion in history ended in February 2020 as the country slipped into a severe recession. Nonetheless, near period-end, there were signs that a recovery was underway, as jobless claims fell considerably from their peak in early April, retail sales rose sharply in May, and the unemployment rate fell to 11.1% in June.2 Along with optimism about improved treatments and potential vaccines for COVID-19, the positive economic signals contributed to a significant equity rebound in April and May. However, an increase in COVID-19 infections in many states throughout June pressured U.S. stocks.

Additionally, the U.S. Federal Reserve (Fed) made significant efforts to support the U.S. economy. In March 2020, as the pandemic began to severely impact the economy and financial markets, the Fed implemented two emergency rate cuts, lowering the federal funds target rate to a range of 0.00%–0.25%, and announced sweeping quantitative easing measures aimed at ensuring credit flow to borrowers and supporting credit markets with unlimited amounts of bond purchasing.

In the eurozone, some analysts forecasted a significant contraction in 2020, particularly in southern European countries, as the magnitude of the economic disruption caused by the pandemic became apparent. European developed market equities, as measured by the MSCI Europe Index (USD), posted a -12.43% total return for the period.1 To stimulate growth, the European Central Bank implemented a broad bond-buying program, and many countries passed fiscal stimulus measures.

Asian developed and emerging market equities, as measured by the MSCI All Country Asia Index (USD), posted a -5.51% total return during the six-month period.1 The onset of the pandemic brought dramatically slower economic activity in Asia, as businesses halted operations and manufacturing and export

activity declined sharply in the region’s major economies. Asian markets generally advanced toward period-end, bolstered by fiscal stimulus measures and economies reopening throughout the region, especially in China.

Emerging market stocks, as measured by the MSCI Emerging Markets Index (USD), posted a -9.67% total return due primarily to the COVID-19 pandemic.1 A sharp decrease in prices for oil and other natural resources also hurt emerging market economies reliant on these exports. In the last quarter of the reporting period, however, investor optimism led to a stock rally, particularly in emerging market countries that had successfully lowered infection rates.

Investment Strategy

We strive to provide investors with superior risk-adjusted returns over time through our distinctive, value investment style, which includes investments in undervalued common stocks, and to a significantly lesser extent, distressed debt and merger arbitrage. Rigorous fundamental analysis drives our investment process. We attempt to determine each investment’s intrinsic value as well as the price at which we would be willing to commit shareholder funds. While valuation remains our key consideration, we utilize numerous fundamental factors such as return on equity, financial leverage and long-term earnings power. We also consider factors such as management quality and competitive position. As always, our approach to investing is as such about assessing risk and containing losses as it is about achieving profits. Our portfolio selection process generally includes an assessment of the potential impacts of any material environmental, social and governance (ESG) factors on the long-term risk and return profile of a company. In addition, it is our practice to hedge the Fund’s currency exposure when we deem it advantageous for our shareholders.

Manager’s Discussion

The novel coronavirus (COVID-19) pandemic has significantly altered our way of life. Despite this, stocks have rallied off the March 23 market bottom and are within range of the pre-pandemic, all-time highs achieved earlier in the year. While the economy has reopened, the recovery is likely to be uneven. The question that we wrestle with daily is what does this scenario mean for equities in general and undervalued stocks in particular?

 

 

2. Source: U.S. Bureau of Labor Statistics.

See www.franklintempletondatasources.com for additional data provider information.

 

     

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FRANKLIN MUTUAL FINANCIAL SERVICES FUND

    

 

 

Markets rose sharply in April, as investors moved back into the growth stocks that propelled the market to the all-time highs of January. In late May, however, there was a turn in market sentiment resulting in value briefly outperforming growth. Undervalued stocks often benefit in periods of improving economic activity or stabilization as business prospects improve. Increasing demand across the economy, especially in cyclical sectors, can provide a tailwind for these companies and drive shareholder value. This is a scenario that often occurs off an economic bottom, and we are positioning our portfolios to capitalize on this trend.

The second-quarter earnings reporting season (occurring in July and August) marks the first period with the full impact of the economic lockdowns and will provide a more complete view into the pandemic’s impact on corporate statements. Many financial officers withdrew full-year 2020 guidance, as they reported first-quarter results, due to limited revenue visibility. As a result, the path ahead for stocks is less clear. We remain cautious amid these elevated risks.

Fund Performance

Turning to Fund performance, investments that detracted included American International Group (AIG; not held at period-end), Wells Fargo and Everest Re Group.

Shares of U.S.-based insurer AIG retreated as COVID-19 concerns and a lack of clarity on forward guidance related to expenses and investment income contributed to negative investor sentiment. The stock initially rallied following the company’s first-quarter earnings call at which management revealed that the majority of its property policies—which include coverage for business interruption—contained exclusions for losses related to viruses.

The shares of U.S.-based diversified financial services company Wells Fargo were pulled down by negative investor sentiment for financials, which have trailed the broader market rally from the March 23 bottom. Concerns about a possible dividend cut as bank earnings have come under pressure, and speculation about the Fed moving to negative interest rates—subsequently refuted by Fed Chairman Jerome Powell—contributed to the selloff. Earlier in the period, management reported year-end 2019 earnings that fell well short of consensus estimates.

Shares of Bermuda-based insurer Everest Re Group sold off as part of a broad equity market decline related to the economic impact of COVID-19 containment measures on global growth. Financial stocks were severely punished and have trailed the rebound off the March bottom. Everest Re’s stock price recovered some lost ground late in the period as

Portfolio Composition*

*Based on Total Net Assets as of 6/30/20

 

LOGO

*Figures are stated as a percentage of total and may not equal 100% or may be negative due to rounding, use of any derivatives, unsettled trades or other factors.

supportive monetary and fiscal policies boosted investor sentiment, lifting equities. The reinsurer reported earnings that exceeded analysts’ consensus forecasts, and first-quarter share repurchases totaled more than 970,000 shares. Late in the period, management increased the buyback authorization by 2 million shares.

During the period under review, Fund investments that contributed positively to performance included Deutsche Bank, BRP Group and PNC Financial Services Group. Deutsche Bank is listed among the Fund’s largest positions in the Top 10 Equity Holdings table on page 6.

Shares of Germany-based global financial services provider Deutsche Bank rose during the period, improving as COVID-19 related lockdowns were eased and investor sentiment turned positive. First-quarter financial results exceeded consensus expectations, and the stock continued its run as the year’s best performing European lender. Robust government support and low levels of household and corporate debt in the German market should help Deutsche Bank withstand the financial pressures caused by the COVID-19 pandemic.

U.S.-based insurance distribution and holding company BRP Group was an outperformer during the period. Management has continued to execute on its growth-via-acquisition strategy throughout the market correction and subsequent

 

 

     
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FRANKLIN MUTUAL FINANCIAL SERVICES FUND

    

 

Top 10 Equity Holdings

6/30/20

 

Company

Sector/Industry, Country

  

% of Total

Net Assets

 

Voya Financial Inc.

Diversified Financial Services, U.S.

     4.9%  

The Hartford Financial Services Group Inc.

Insurance, U.S.

     4.4%  

Everest Re Group Ltd.

Insurance, U.S.

     4.1%  

NN Group NV

Insurance, Netherlands

     4.1%  

ING Groep NV

Banks, Netherlands

     3.8%  

ASR Nederland NV

Insurance, Netherlands

     3.8%  

Deutsche Bank AG

Capital Markets, Germany

     3.8%  

Alleghany Corp.

Insurance, U.S.

     3.6%  

Capital One Financial Corp.

Consumer Finance, U.S.

     3.2%  

Credito Valtellinese SpA

Banks, Italy

     3.1%  

recovery, and the company, which went public in 2019, has made seven acquisitions this year. BRP operates in four core segments: middle market, specialty, Main Street and Medicare. We took advantage of a pandemic-related market pullback to buy shares at an attractive valuation during a secondary market offering.

Shares of U.S.-based diversified banking and asset management company PNC Financial Services Group were volatile during the period as investors continued to digest the fallout from COVID-19. Additionally, and importantly, company management sold its 22% stake in BlackRock, the world’s largest asset manager. The transaction, which generated more than $14 billion, bolsters PNC’s capital position, allowing it to make opportunistic acquisitions that could emerge as the economy slows and the competitive environment becomes challenging for some banks. PNC’s short-term results will be impacted by the loss of profit from BlackRock, but the lender will benefit from selling during a lower corporate tax rate environment, and it has a war chest to take advantage of potential market distress.

During the period, the Fund held currency forwards and futures seeking to hedge most of the currency risk of the

portfolio’s non-U.S. dollar investments. The hedges had a positive overall impact on the Fund’s performance.

As fellow shareholders, we found recent absolute and relative performance disappointing, but our strategy of seeking undervalued stocks can lag the growth equity markets at times. We remain committed to our disciplined, value investment approach as we seek to generate attractive, long-term, risk-adjusted returns for shareholders.

Thank you for your participation in Franklin Mutual Financial Services Fund. We look forward to continuing to serve your investment needs.

Andrew Sleeman, CFA

Co-Portfolio Manager

Andrew B. Dinnhaupt, CFA

Co-Portfolio Manager

Luis Hernandez

Co-Portfolio Manager

 

 

The foregoing information reflects our analysis, opinions and portfolio holdings as of June 30, 2020, the end of the reporting period. The way we implement our main investment strategies and the resulting portfolio holdings may change depending on factors such as market and economic conditions. These opinions may not be relied upon as investment advice or an offer for a particular security. The information is not a complete analysis of every aspect of any market, country, industry, security or the Fund. Statements of fact are from sources considered reliable, but the investment manager makes no representation or warranty as to their completeness or accuracy. Although historical performance is no guarantee of future results, these insights may help you understand our investment management philosophy.

 

CFA® is a trademark owned by CFA Institute.

 

     

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FRANKLIN MUTUAL FINANCIAL SERVICES FUND

    

 

Performance Summary as of June 30, 2020

The performance table does not reflect any taxes that a shareholder would pay on Fund dividends, capital gain distributions, if any, or any realized gains on the sale of Fund shares. Total return reflects reinvestment of the Fund’s dividends and capital gain distributions, if any, and any unrealized gains or losses. Your dividend income will vary depending on dividends or interest paid by securities in the Fund’s portfolio, adjusted for operating expenses of each class. Capital gain distributions are net profits realized from the sale of portfolio securities.

Performance as of 6/30/20

Cumulative total return excludes sales charges. Average annual total return includes maximum sales charges. Sales charges will vary depending on the size of the investment and the class of share purchased. The maximum is 5.50% and the minimum is 0%. Class A: 5.50% maximum initial sales charge. For other share classes, visit franklintempleton.com.

 

Share Class     

Cumulative

Total Return

 

1 

   

                    Average Annual

Total Return

 

2 

Z

    

6-Month

     -27.74%       -27.74%  

1-Year

     -22.29%       -22.29%  

5-Year

     -7.81%       -1.61%  

10-Year

     +75.35%       +5.78%  

A3

    

6-Month

     -27.83%       -31.76%  

1-Year

     -22.42%       -26.69%  

5-Year

     -8.89%       -2.94%  

10-Year

     +70.58%       +4.89%  

Performance data represent past performance, which does not guarantee future results. Investment return and principal value will fluctuate, and you may have a gain or loss when you sell your shares. Current performance may differ from figures shown. For most recent month-end performance, go to franklintempleton.com or call (800) 342-5236.

 

See page 8 for Performance Summary footnotes.

 

 

     
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FRANKLIN MUTUAL FINANCIAL SERVICES FUND

PERFORMANCE SUMMARY

 

Total Annual Operating Expenses4

 

Share Class

        

Z

     1.10

A

     1.35

Each class of shares is available to certain eligible investors and has different annual fees and expenses, as described in the prospectus.

All investments involve risks, including possible loss of principal. Value securities may not increase in price as anticipated or may decline further in value. Special risks are associated with foreign investing, including currency fluctuations, economic instability and political developments. Investing in a single-sector fund involves special risks, including greater sensitivity to economic, political or regulatory developments impacting the sector. Because the Fund may invest its assets in companies in a specific region, including Europe, it is subject to greater risks of adverse developments in that region and/or the surrounding regions than a fund that is more broadly diversified geographically. Current political uncertainty concerning the economic consequences of the departure of the U.K. from the European Union may increase market volatility. Smaller-company stocks have exhibited greater price volatility than larger-company stocks, particularly over the short term. The Fund’s investments in companies engaged in mergers, reorganizations or liquidations also involve special risks as pending deals may not be completed on time or on favorable terms. The Fund may invest in lower-rated bonds, which entail higher credit risk. Unexpected events and their aftermaths, such as the spread of deadly diseases; natural, environmental or man-made disasters; financial, political or social disruptions; terrorism and war; and other tragedies or catastrophes, can cause investor fear and panic, which can adversely affect the economies of many companies, sectors, nations, regions and the market in general, in ways that cannot necessarily be foreseen. The Fund’s prospectus also includes a description of the main investment risks.

1. Cumulative total return represents the change in value of an investment over the periods indicated.

2. Average annual total return represents the average annual change in value of an investment over the periods indicated. Return for less than one year, if any, has not been annualized.

3. Prior to 9/10/18, these shares were offered at a higher initial sales charge of 5.75%, thus actual returns (with sales charges) would have differed. Average annual total returns (with sales charges) have been restated to reflect the current maximum initial sales charge of 5.50%.

4. Figures are as stated in the Fund’s current prospectus and may differ from the expense ratios disclosed in the Your Fund’s Expenses and Financial Highlights sections in this report. In periods of market volatility, assets may decline significantly, causing total annual Fund operating expenses to become higher than the figures shown.

See www.franklintempletondatasources.com for additional data provider information.

 

     

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FRANKLIN MUTUAL FINANCIAL SERVICES FUND

    

 

Your Fund’s Expenses

As a Fund shareholder, you can incur two types of costs: (1) transaction costs, including sales charges (loads) on Fund purchases and redemptions; and (2) ongoing Fund costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. All mutual funds have ongoing costs, sometimes referred to as operating expenses. The table below shows ongoing costs of investing in the Fund and can help you understand these costs and compare them with those of other mutual funds. The table assumes a $1,000 investment held for the six months indicated.

Actual Fund Expenses

The table below provides information about actual account values and actual expenses in the columns under the heading “Actual.” In these columns the Fund’s actual return, which includes the effect of Fund expenses, is used to calculate the “Ending Account Value” for each class of shares. You can estimate the expenses you paid during the period by following these steps (of course, your account value and expenses will differ from those in this illustration): Divide your account value by $1,000 (if your account had an $8,600 value, then $8,600 ÷ $1,000 = 8.6). Then multiply the result by the number in the row for your class of shares under the headings “Actual” and “Expenses Paid During Period” (if Actual Expenses Paid During Period were $7.50, then 8.6 x $7.50 = $64.50). In this illustration, the actual expenses paid this period are $64.50.

Hypothetical Example for Comparison with Other Funds

Under the heading “Hypothetical” in the table, information is provided about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. This information may not be used to estimate the actual ending account balance or expenses you paid for the period, but it can help you compare ongoing costs of investing in the Fund with those of other funds. To do so, compare this 5% hypothetical example for the class of shares you hold with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that expenses shown in the table are meant to highlight ongoing costs and do not reflect any transactional costs. Therefore, information under the heading “Hypothetical” is useful in comparing ongoing costs only, and will not help you compare total costs of owning different funds. In addition, if transactional costs were included, your total costs would have been higher.

 

        Actual
(actual return after expenses)
  Hypothetical
(5% annual return before expenses)
   

Share

Class

 

Beginning

Account

Value 1/1/20

 

Ending

Account

Value 6/30/20

 

Expenses

Paid During

Period
1/1/20–6/30/201, 2

 

Ending

Account

Value 6/30/20

 

Expenses

Paid During

Period
1/1/20–6/30/201, 2

 

Net

Annualized

Expense

Ratio2

 

 

 

 

 

 

 

Z   $1,000   $722.60   $4.80   $1,019.29   $ 5.62   1.12%
A   $1,000   $722.10   $5.87   $1,018.05   $ 6.87   1.37%
C   $1,000   $719.20   $9.06   $1,014.32   $10.62   2.12%
R6   $1,000   $723.10   $4.24   $1,019.94   $ 4.97   0.99%

1. Expenses are equal to the annualized expense ratio for the six-month period as indicated above—in the far right column—multiplied by the simple average account value over the period indicated, and then multiplied by 182/366 to reflect the one-half year period.

2. Reflects expenses after fee waivers and expense reimbursements, for Class R6.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

 

Financial Highlights

Franklin Mutual Financial Services Fund

 

    

Six Months Ended

June 30, 2020

    Year Ended December 31,  
      (unaudited)     2019     2018     2017     2016     2015  

Class Z

            

Per share operating performance

(for a share outstanding throughout the period)

            
Net asset value, beginning of period      $22.78       $19.46       $24.14       $21.65       $19.63       $18.40  

Income from investment operationsa:

            

Net investment incomeb

     0.12       0.38       0.38 c      0.22       0.31 d      0.30 e 

Net realized and unrealized gains (losses)

     (6.44     3.38       (4.37     2.76       2.00       1.23  

Total from investment operations

     (6.32     3.76       (3.99     2.98       2.31       1.53  

Less distributions from:

            

Net investment income

           (0.44     (0.17     (0.49     (0.29     (0.30

Net realized gains

                 (0.52                  

Total distributions

           (0.44     (0.69     (0.49     (0.29     (0.30

Net asset value, end of period

     $16.46       $22.78       $19.46       $24.14       $21.65       $19.63  

Total returnf

     (27.74)%       19.32%       (16.49)%    

 

13.77%

 

    11.79%       8.34%  

Ratios to average net assetsg

            

Expensesh

     1.12%       1.10%       1.09% i      1.09%       1.13% i      1.13%  

Net investment income

     1.36%       1.80%       1.61% c      0.95%       1.64% d      1.53% e 

Supplemental data

            

Net assets, end of period (000’s)

     $90,484       $139,189       $142,212       $210,825       $162,687       $178,157  

Portfolio turnover rate

     18.93%       17.06%       33.11%       67.89%       34.58%       25.43%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.08 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.29%.

dNet investment income per share includes approximately $0.05 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.38%.

eNet investment income per share includes approximately $0.14 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.81%.

fTotal return is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Financial Services Fund (continued)

 

 

    

Six Months Ended

June 30, 2020

    Year Ended December 31,  
      (unaudited)     2019     2018     2017     2016     2015  

Class A

            

Per share operating performance

(for a share outstanding throughout the period)

            

Net asset value, beginning of period

     $22.85       $19.52       $24.21       $21.70       $19.69       $18.46  

Income from investment operationsa:

            

Net investment incomeb

     0.10       0.33       0.31 c      0.16       0.26 d      0.25 e 

Net realized and unrealized gains (losses)

     (6.46     3.38       (4.36     2.78       1.99       1.23  

Total from investment operations

     (6.36     3.71       (4.05     2.94       2.25       1.48  

Less distributions from:

            

Net investment income

           (0.38     (0.12     (0.43     (0.24     (0.25

Net realized gains

                 (0.52                  

Total distributions

           (0.38     (0.64     (0.43     (0.24     (0.25

Net asset value, end of period

     $16.49       $22.85       $19.52       $24.21       $21.70       $19.69  

Total returnf

     (27.83)%       19.06%       (16.72)%       13.55%       11.46%       8.05%  

Ratios to average net assetsg

            

Expensesh

     1.37%       1.35%       1.34% i      1.34%       1.38% i      1.41%  

Net investment income

     1.11%       1.55%       1.36% c      0.70%       1.39% d      1.25% e 

Supplemental data

            

Net assets, end of period (000’s)

     $181,312       $278,968       $298,878       $368,850       $346,008       $360,278  

Portfolio turnover rate

     18.93%       17.06%       33.11%       67.89%       34.58%       25.43%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.08 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.04%.

dNet investment income per share includes approximately $0.05 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.13%.

eNet investment income per share includes approximately $0.14 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.53%.

fTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

 

     
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11


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Financial Services Fund (continued)

 

    

Six Months Ended

June 30, 2020

     Year Ended December 31,  
      (unaudited)      2019      2018     2017      2016     2015  

Class C

               

Per share operating performance

(for a share outstanding throughout the period)

               

Net asset value, beginning of period

     $22.65        $19.32        $24.08       $21.60        $19.61       $18.41  

Income from investment operationsa:

               

Net investment income (loss)b

     0.03        0.18        0.15 c      (0.01)        0.12 d      0.10 e 

Net realized and unrealized gains (losses)

     (6.39)        3.32        (4.33)       2.74        1.96       1.24  

Total from investment operations

     (6.36)        3.50        (4.18)       2.73        2.08       1.34  

Less distributions from:

               

Net investment income

            (0.17)        (0.06)       (0.25)        (0.09)       (0.14)  

Net realized gains

                   (0.52)                     

Total distributions

            (0.17)        (0.58)       (0.25)        (0.09)       (0.14)  

Net asset value, end of period

     $16.29        $22.65        $19.32       $24.08        $21.60       $19.61  

Total returnf

     (28.08)%        18.15%        (17.35)%       12.66%        10.64%       7.30%  

Ratios to average net assetsg

               

Expensesh

     2.12%        2.10%        2.09% i      2.09%        2.13% i      2.13%  

Net investment income (loss)

     0.36%        0.80%        0.61% c      (0.05)%        0.64% d      0.53% e 

Supplemental data

               

Net assets, end of period (000’s)

     $27,016        $46,132        $58,610       $134,117        $128,766       $132,975  

Portfolio turnover rate

     18.93%        17.06%        33.11%       67.89%        34.58%       25.43%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.08 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.29%.

dNet investment income per share includes approximately $0.05 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.38%.

eNet investment income per share includes approximately $0.14 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been (0.19)%.

fTotal return does not reflect sales commissions or contingent deferred sales charges, if applicable, and is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hBenefit of expense reduction rounds to less than 0.01%.

iBenefit of waiver and payments by affiliates rounds to less than 0.01%.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL HIGHLIGHTS

Franklin Mutual Financial Services Fund (continued)

 

    

Six Months Ended

June 30, 2020

    Year Ended December 31,  
      (unaudited)     2019     2018     2017     2016     2015  

Class R6

            

Per share operating performance

(for a share outstanding throughout the period)

            
Net asset value, beginning of period      $22.93       $19.58       $24.30       $21.79       $19.76       $18.52  

Income from investment operationsa:

            

Net investment incomeb

     0.13       0.42       0.41 c      0.25       0.32 d      0.07 e 

Net realized and unrealized gains (losses)

     (6.48     3.40       (4.41     2.78       2.03       1.49  

Total from investment operations

     (6.35     3.82       (4.00     3.03       2.35       1.56  

Less distributions from:

            

Net investment income

           (0.47     (0.20     (0.52     (0.32     (0.32

Net realized gains

                 (0.52                  

Total distributions

           (0.47     (0.72     (0.52     (0.32     (0.32

Net asset value, end of period

     $16.58       $22.93       $19.58       $24.30       $21.79       $19.76  

Total returnf

     (27.69)%       19.51%       (16.41)%       13.92%       11.93%       8.55%  

Ratios to average net assetsg

            

Expenses before waiver and payments by affiliates

     1.14%       1.05%       1.06%       0.97%       0.99%       1.16%  

Expenses net of waiver and payments by affiliatesh

     0.99%       0.97%       0.97%       0.95%       0.96%       0.96%  

Net investment income

     1.49%       1.93%       1.73 % c      1.09%       1.81% d      1.70% e 

Supplemental data

            

Net assets, end of period (000’s)

     $1,741       $2,931       $3,371       $4,523       $2,601       $1,421  

Portfolio turnover rate

     18.93%       17.06%       33.11%       67.89%       34.58%       25.43%  

aThe amount shown for a share outstanding throughout the period may not correlate with the Statement of Operations for the period due to the timing of sales and repurchases of the Fund’s shares in relation to income earned and/or fluctuating fair value of the investments of the Fund.

bBased on average daily shares outstanding.

cNet investment income per share includes approximately $0.08 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.41%.

dNet investment income per share includes approximately $0.05 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 1.55%.

eNet investment income per share includes approximately $0.14 per share related to income received in the form of special dividends in connection with certain Fund holdings. Excluding this amount, the ratio of net investment income to average net assets would have been 0.98%.

fTotal return is not annualized for periods less than one year.

gRatios are annualized for periods less than one year.

hBenefit of expense reduction rounds to less than 0.01%.

 

     
franklintempleton.com    The accompanying notes are an integral part of these financial statements.  |  Semiannual Report           

13


FRANKLIN MUTUAL SHARES FUND

    

 

Statement of Investments, June 30, 2020 (unaudited)

Franklin Mutual Financial Services Fund

 

      Country      Shares      Value  

Common Stocks 92.8%

        

Banks 36.4%

        

aAB&T Financial Corp.

     United States        226,100      $ 85,918  

bAIB Group PLC

     Ireland        2,267,537        2,862,830  

Bank of America Corp.

     United States        110,800        2,631,500  

Barclays PLC

     United Kingdom        6,526,213        9,206,800  

b,cBAWAG Group AG, 144A

     Austria        220,031        7,612,845  

bBNP Paribas SA

     France        154,440        6,169,949  

CaixaBank SA

     Spain        3,048,869        6,521,828  

Citigroup Inc.

     United States        39,510        2,018,961  

Citizens Financial Group Inc.

     United States        373,300        9,422,092  

bCredito Valtellinese SpA

     Italy        1,587,663        9,423,804  

First Horizon National Corp.

     United States        553,729        5,515,141  

ING Groep NV

     Netherlands        1,655,210        11,537,283  

JPMorgan Chase & Co.

     United States        43,980        4,136,759  

PNC Financial Services Group Inc.

     United States        12,900        1,357,209  

Shinsei Bank Ltd.

     Japan        271,911        3,288,820  

Southern National Bancorp of Virginia Inc.

     United States        649,760        6,296,174  

Standard Chartered PLC

     United Kingdom        1,298,159        7,036,769  

Synovus Financial Corp.

     United States        270,611        5,555,644  

bUniCredit SpA

     Italy        663,877        6,126,519  

Wells Fargo & Co.

     United States        101,870        2,607,872  
        

 

 

 
           109,414,717  
        

 

 

 

Capital Markets 6.8%

        

Credit Suisse Group AG

     Switzerland        683,381        7,110,488  

bDeutsche Bank AG

     Germany        1,205,177        11,496,480  

Guotai Junan Securities Co. Ltd.

     China        1,396,063        1,941,482  
        

 

 

 
           20,548,450  
        

 

 

 

Consumer Finance 3.8%

        

Capital One Financial Corp.

     United States        154,910        9,695,817  

Sun Hung Kai & Co. Ltd.

     Hong Kong        4,361,704        1,716,848  
        

 

 

 
           11,412,665  
        

 

 

 

Diversified Financial Services 6.8%

        

M&G PLC

     United Kingdom        2,775,972        5,763,919  

Voya Financial Inc.

     United States        315,950        14,739,067  
        

 

 

 
           20,502,986  
        

 

 

 

Household Durables 2.3%

        

Cairn Homes PLC

     Ireland        6,659,782        6,751,424  
        

 

 

 

Insurance 34.1%

        

Alleghany Corp.

     United States        21,947        10,735,156  

ASR Nederland NV

     Netherlands        373,840        11,501,045  

bBRP Group Inc.

     United States        300,000        5,181,000  

China Pacific Insurance Group Co. Ltd., H

     China        1,238,600        3,328,946  

Direct Line Insurance Group PLC

     United Kingdom        2,460,898        8,251,194  

Everest Re Group Ltd.

     United States        59,100        12,186,420  

The Hartford Financial Services Group Inc.

     United States        341,672        13,171,456  

bInternational General Insurance Holdings Ltd.

     Jordan        1,062,755        7,333,009  

 

     

14

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FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

      Country      Shares      Value  

Common Stocks (continued)

        

Insurance (continued)

        

MetLife Inc.

     United States        155,970      $ 5,696,024  

NN Group NV

     Netherlands        362,274        12,174,136  

RSA Insurance Group PLC

     United Kingdom        1,581,336        8,008,245  

T&D Holdings Inc.

     Japan        563,469        4,839,750  
        

 

 

 
           102,406,381  
        

 

 

 

Real Estate Management & Development 1.5%

        

bDolphin Capital Investors Ltd.

     Greece        3,979,650        152,388  

Kenedix Inc.

     Japan        874,000        4,319,506  
        

 

 

 
           4,471,894  
        

 

 

 

Thrifts & Mortgage Finance 1.1%

        

Indiabulls Housing Finance Ltd.

     India        1,200,419        3,290,038  
        

 

 

 

Total Common Stocks (Cost $366,980,171)

           278,798,555  
        

 

 

 
            Principal
Amount
        

Short Term Investments 6.4%

        

U.S. Government and Agency Securities 6.4%

        

dFHLB, 7/01/20

     United States      $ 4,300,000        4,300,000  

dU.S. Treasury Bill,

        

7/02/20

     United States        12,000,000        11,999,972  

7/07/20

     United States        2,000,000        1,999,962  

e11/27/20

     United States        1,000,000        999,379  
        

 

 

 

Total U.S. Government and Agency Securities
(Cost $19,299,266)

           19,299,313  
        

 

 

 

Total Investments (Cost $386,279,437) 99.2%

           298,097,868  

Other Assets, less Liabilities 0.8%

           2,455,455  
        

 

 

 

Net Assets 100.0%

         $ 300,553,323  
        

 

 

 

aSee Note 11 regarding holdings of 5% voting securities.

bNon-income producing.

cSecurity was purchased pursuant to Rule 144A under the Securities Act of 1933 and may be sold in transactions exempt from registration only to qualified institutional buyers or in a public offering registered under the Securities Act of 1933. At June 30, 2020, the value of this security was $7,612,845, representing 2.5% of net assets.

dThe security was issued on a discount basis with no stated coupon rate.

eA portion or all of the security has been segregated as collateral for open forward exchange contracts. At June 30, 2020, the value of this security pledged amounted to $586,635, representing 0.2% of net assets.

 

     
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15


FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

At June 30, 2020, the Fund had the following futures contracts outstanding. See Note 1(c).

Futures Contracts

 

Description    Type     

Number of

Contracts

    

Notional 

Amount*

    

Expiration

Date

    

Value/

Unrealized

Appreciation

(Depreciation)

 

Currency Contracts

              

EUR/USD

     Short        146        $20,537,637        9/14/20              $136,765  

GBP/USD

     Short        118        9,142,788        9/14/20        254,458  
              

 

 

 

Total Futures Contracts

                       $391,223  
              

 

 

 

*As of period end.

At June 30, 2020, the Fund had the following forward exchange contracts outstanding. See Note 1(c).

Forward Exchange Contracts

 

Currency    Counterpartya      Type      Quantity     

Contract

Amount

    

Settlement

Date

    

Unrealized

Appreciation

    

Unrealized

Depreciation

 

OTC Forward Exchange Contracts

                    

Euro

     BOFA        Buy        2,988,365      $ 3,343,890        7/15/20          $ 14,479      $  

Euro

     BOFA        Sell        3,783,039        4,172,286        7/15/20               (79,147

Euro

     BONY        Buy        2,662,010        2,964,645        7/15/20        26,961         

Euro

     HSBK        Buy        502,596        571,662        7/15/20               (6,836

Euro

     HSBK        Buy        5,899,109        6,498,034        7/15/20        131,470         

Euro

     HSBK        Sell        4,459,258        4,929,198        7/15/20               (82,181

Euro

     HSBK        Sell        16,334,651        18,378,607        7/15/20        21,487         

Euro

     SSBT        Buy        237,462        269,255        7/15/20               (2,392

Euro

     SSBT        Buy        1,798,310        2,016,882        7/15/20        4,085         

Euro

     SSBT        Sell        2,219,468        2,458,128        7/15/20               (36,143

Euro

     SSBT        Sell        16,334,651        18,377,136        7/15/20        20,017         

Euro

     UBSW        Buy        1,108,487        1,262,909        7/15/20               (17,175

Euro

     UBSW        Buy        2,976,755        3,340,567        7/15/20        4,755         

Euro

     UBSW        Sell        1,494,782        1,654,857        7/15/20               (24,999

British Pound

     BOFA        Sell        1,396,131        1,688,662        7/16/20               (41,372

British Pound

     BONY        Sell        168,151        209,784        7/16/20        1,417         

British Pound

     HSBK        Buy        22,969        28,556        7/16/20               (94

British Pound

     HSBK        Sell        445,646        557,499        7/16/20        5,271         

British Pound

     SSBT        Buy        317,836        394,799        7/16/20               (948

British Pound

     BOFA        Buy        398,289        475,945        8/14/20        17,678         

British Pound

     BOFA        Buy        871,496        1,105,222        8/14/20               (25,128

British Pound

     BOFA        Sell        200,788        249,804        8/14/20        957         

British Pound

     BONY        Buy        1,100,000        1,350,821        8/14/20        12,471         

British Pound

     HSBK        Buy        1,961,395        2,410,947        8/14/20        19,920         

British Pound

     HSBK        Buy        2,278,529        2,856,811        8/14/20               (32,902

British Pound

     HSBK        Sell        284,360        337,109        8/14/20               (15,315

British Pound

     HSBK        Sell        11,227,458        14,622,922        8/14/20        708,102         

British Pound

     SSBT        Sell        324,106        381,894        8/14/20               (19,789

British Pound

     SSBT        Sell        11,227,458        14,625,111        8/14/20        710,291         

British Pound

     UBSW        Buy        503,470        617,640        8/14/20        6,339         

 

     

16

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FRANKLIN MUTUAL SERIES FUNDS

STATEMENT OF INVESTMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

Forward Exchange Contracts (continued)

 

Currency    Counterpartya      Type      Quantity     

Contract

Amount

    

Settlement

Date

    

Unrealized

Appreciation

    

Unrealized

Depreciation

 

OTC Forward Exchange Contracts (continued)

 

                 

British Pound

     UBSW        Buy        1,192,517      $ 1,565,499        8/14/20          $      $ (87,548

Swiss Franc

     SSBT        Buy        156,580        165,317        8/17/20        189         

Swiss Franc

     UBSW        Sell        6,729,338        7,160,928        8/17/20        47,957         

Euro

     BOFA        Sell        2,095,385        2,296,774        8/18/20               (59,884

Euro

     BONY        Sell        4,829,856        5,338,918        8/18/20               (93,167

Euro

     HSBK        Sell        3,556,128        3,877,622        8/18/20               (121,915

Euro

     UBSW        Sell        3,635,069        3,980,911        8/18/20               (107,412

Japanese Yen

     SSBT        Sell        1,365,012,507        12,792,575        8/24/20        141,702         

Japanese Yen

     UBSW        Buy        48,817,468        453,622        8/24/20               (1,184

Euro

     BOFA        Sell        718,173        784,067        10/07/20               (24,611

Euro

     BONY        Sell        723,739        815,962        10/07/20        1,017         

Euro

     BONY        Sell        1,542,245        1,687,852        10/07/20               (48,749

Euro

     HSBK        Sell        1,229,191        1,395,364        10/07/20        11,269         

Euro

     HSBK        Sell        2,521,134        2,778,654        10/07/20               (60,197

Euro

     SSBT        Sell        723,739        815,148        10/07/20        202         

Euro

     UBSW        Sell        1,620,948        1,833,942        10/07/20        8,721         

Euro

     UBSW        Sell        2,411,528        2,630,243        10/07/20               (85,189

British Pound

     UBSW        Sell        1,247,247        1,539,112        11/23/20               (7,682

British Pound

     UBSW        Sell        2,369,137        2,991,039        11/23/20        52,911         

Euro

     BOFA        Sell        1,303,279        1,442,789        11/23/20               (26,637

Euro

     HSBK        Sell        775,693        880,098        11/23/20        5,517         

Euro

     HSBK        Sell        2,544,036        2,834,939        11/23/20               (33,418

Euro

     SSBT        Sell        780,705        884,945        11/23/20        4,713         

Euro

     SSBT        Sell        1,539,298        1,710,583        11/23/20               (24,950

Euro

     UBSW        Sell        775,693        878,787        11/23/20        4,206         

Euro

     UBSW        Sell        2,431,848        2,693,646        11/23/20               (48,221
                 

 

 

 

Total Forward Exchange Contracts

                      $   1,984,104      $ (1,215,185
                 

 

 

 

Net unrealized appreciation (depreciation)

 

                $ 768,919     
                 

 

 

    

aMay be comprised of multiple contracts with the same counterparty, currency and settlement date.

 

See Note 10 regarding other derivative information.

See Abbreviations on page 34.

 

     
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17


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

 

Statement of Assets and Liabilities

June 30, 2020 (unaudited)

Franklin Mutual Financial Services Fund

 

Assets:

  

Investments in securities:

  

Cost - Unaffiliated issuers

       $ 384,052,682  

Cost - Non-controlled affiliates (Note 11)

     2,226,755  
  

 

 

 

Value - Unaffiliated issuers

       $ 298,011,950  

Value - Non-controlled affiliates (Note 11)

     85,918  

Cash

     178,418  

Foreign currency, at value (cost $32,680)

     31,919  

Receivables:

  

Investment securities sold

     30,898  

Capital shares sold

     200,680  

Dividends

     666,183  

European Union tax reclaims

     833,509  

Deposits with brokers for:

  

  Futures contracts

     669,955  

Unrealized appreciation on OTC forward exchange contracts

     1,984,104  

Other assets

     388,084  
  

 

 

 

Total assets

     303,081,618  
  

 

 

 

Liabilities:

  

Payables:

  

Capital shares redeemed

     704,786  

Management fees

     221,270  

Distribution fees

     61,377  

Transfer agent fees

     61,751  

Trustees’ fees and expenses

     38,462  

Variation margin on futures contracts

     78,000  

Unrealized depreciation on OTC forward exchange contracts

     1,215,185  

Accrued expenses and other liabilities

     147,464  
  

 

 

 

Total liabilities

     2,528,295  
  

 

 

 

Net assets, at value

       $ 300,553,323  
  

 

 

 

Net assets consist of:

  

Paid-in capital

       $ 427,555,340  

Total distributable earnings (losses)

     (127,002,017
  

 

 

 

Net assets, at value

       $ 300,553,323  
  

 

 

 

 

     

18

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FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

Statement of Assets and Liabilities (continued)

June 30, 2020 (unaudited)

 

Franklin Mutual Financial Services Fund

 

Class Z:

  

Net assets, at value

       $ 90,484,335  
  

 

 

 

Shares outstanding

     5,495,699  
  

 

 

 

Net asset value and maximum offering price per share

     $16.46  
  

 

 

 

Class A:

  

Net assets, at value

       $ 181,311,823  
  

 

 

 

Shares outstanding

     10,991,932  
  

 

 

 

Net asset value per sharea

     $16.49  
  

 

 

 

Maximum offering price per share (net asset value per share ÷ 94.50%)

     $17.45  
  

 

 

 

Class C:

  

Net assets, at value

       $ 27,015,799  
  

 

 

 

Shares outstanding

     1,658,881  
  

 

 

 

Net asset value and maximum offering price per sharea

     $16.29  
  

 

 

 

Class R6:

  

Net assets, at value

       $ 1,741,366  
  

 

 

 

Shares outstanding

     105,011  
  

 

 

 

Net asset value and maximum offering price per share

     $16.58  
  

 

 

 

 

 

aRedemption price is equal to net asset value less contingent deferred sales charges, if applicable.

 

     
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19


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

 

Statement of Operations

for the six months ended June 30, 2020 (unaudited)

Franklin Mutual Financial Services Fund

 

Investment income:

  

Dividends:(net of foreign taxes)*

  

Unaffiliated issuers

     $ 4,166,646  

Non-controlled affiliates (Note 11)

     574  

Interest:

  

Unaffiliated issuers

     68,787  
  

 

 

 

Total investment income

     4,236,007  
  

 

 

 

Expenses:

  

Management fees (Note 3a)

     1,500,844  

Distribution fees: (Note 3c)

  

Class A

     256,873  

Class C

     163,496  

Transfer agent fees: (Note 3e)

  

Class Z

     76,495  

Class A

     152,649  

Class C

     24,275  

Class R6

     1,701  

Custodian fees (Note 4)

     12,041  

Reports to shareholders

     32,595  

Registration and filing fees

     38,386  

Professional fees

     54,047  

Trustees’ fees and expenses

     15,642  

Other

     6,053  
  

 

 

 

Total expenses

     2,335,097  

Expense reductions (Note 4)

     (1,126

Expenses waived/paid by affiliates (Note 3f)

     (1,468
  

 

 

 

 Net expenses

     2,332,503  
  

 

 

 

  Net investment income

     1,903,504  
  

 

 

 

Realized and unrealized gains (losses):

  

Net realized gain (loss) from:

  

  Investments:

  

    Unaffiliated issuers

     (28,599,001

  Foreign currency transactions

     54,515  

  Forward exchange contracts

     (2,100,386

  Futures contracts

     189,858  
  

 

 

 

Net realized gain (loss)

     (30,455,014
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

  Investments:

  

    Unaffiliated issuers

     (103,369,129

    Non-controlled affiliates (Note 11)

     (23,740

  Translation of other assets and liabilities denominated in foreign currencies

     8,646  

  Forward exchange contracts

     3,803,950  

  Futures contracts

     681,989  
  

 

 

 

Net change in unrealized appreciation (depreciation)

     (98,898,284
  

 

 

 

Net realized and unrealized gain (loss)

     (129,353,298
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     $ (127,449,794
  

 

 

 

*Foreign taxes withheld on dividends

   $ 91,602  

 

     

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          Semiannual Report  |  The accompanying notes are an integral part of these financial statements.   franklintempleton.com


FRANKLIN MUTUAL SERIES FUNDS

FINANCIAL STATEMENTS

 

Statements of Changes in Net Assets

Franklin Mutual Financial Services Fund

 

     

Six Months Ended

June 30, 2020

(unaudited)

   

Year Ended

December 31, 2019

 

Increase (decrease) in net assets:

    

Operations:

    

Net investment income

     $    1,903,504       $    7,499,710  

Net realized gain (loss)

     (30,455,014     4,459,602  

Net change in unrealized appreciation (depreciation)

     (98,898,284     72,985,025  
  

 

 

 

Net increase (decrease) in net assets resulting from operations

     (127,449,794     84,944,337  
  

 

 

 

Distributions to shareholders:

    

Class Z

           (2,651,907

Class A

           (4,583,542

Class C

           (357,699

Class R6

           (62,332
  

 

 

 

Total distributions to shareholders

           (7,655,480
  

 

 

 

Capital share transactions: (Note 2)

    

Class Z

     (10,894,056     (25,248,222

Class A

     (21,295,128     (65,850,270

Class C

     (6,537,345     (21,041,157

Class R6

     (490,173     (1,001,103
  

 

 

 

Total capital share transactions

     (39,216,702     (113,140,752
  

 

 

 

Net increase (decrease) in net assets

     (166,666,496     (35,851,895

Net assets:

    

Beginning of period

     467,219,819       503,071,714  
  

 

 

 

End of period

     $ 300,553,323       $ 467,219,819  
  

 

 

 

 

     
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21


FRANKLIN MUTUAL SERIES FUNDS

Notes to Financial Statements (unaudited)

 

Franklin Mutual Financial Services Fund

1. Organization and Significant Accounting Policies

Franklin Mutual Series Funds (Trust) is registered under the Investment Company Act of 1940 (1940 Act) as an open-end management investment company, consisting of six separate funds and applies the specialized accounting and reporting guidance in U.S. Generally Accepted Accounting Principles (U.S. GAAP). Franklin Mutual Financial Services Fund (Fund) is included in this report. The Fund offers four classes of shares: Class Z, Class A, Class C and Class R6. Class C shares automatically convert to Class A shares after they have been held for 10 years. Each class of shares may differ by its initial sales load, contingent deferred sales charges, voting rights on matters affecting a single class, its exchange privilege and fees due to differing arrangements for distribution and transfer agent fees.

The following summarizes the Fund’s significant accounting policies.

a. Financial Instrument Valuation

The Fund’s investments in financial instruments are carried at fair value daily. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Fund calculates the net asset value (NAV) per share each business day as of 4 p.m. Eastern time or the regularly scheduled close of the New York Stock Exchange (NYSE), whichever is earlier. Under compliance policies and procedures approved by the Trust’s Board of Trustees (the Board), the Fund’s administrator has responsibility for oversight of valuation, including leading the cross-functional Valuation Committee (VC). The Fund may utilize independent pricing services, quotations from securities and financial instrument dealers, and other market sources to determine fair value.

Equity securities and derivative financial instruments listed on an exchange or on the NASDAQ National Market System are valued at the last quoted sale price or the official closing price of the day, respectively. Foreign equity securities are valued as of the close of trading on the foreign stock exchange on which the security is primarily traded, or as of 4 p.m. Eastern time. The value is then converted into its U.S. dollar equivalent at the foreign exchange rate in effect at 4 p.m. Eastern time on the day that the value of the security is determined. Over-the-counter (OTC) securities are valued within the range of the most recent quoted bid and ask prices. Securities that trade in multiple markets or on multiple

exchanges are valued according to the broadest and most representative market. Certain equity securities are valued based upon fundamental characteristics or relationships to similar securities.

Debt securities generally trade in the OTC market rather than on a securities exchange. The Fund’s pricing services use multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the pricing services also utilize proprietary valuation models which may consider market characteristics such as benchmark yield curves, credit spreads, estimated default rates, anticipated market interest rate volatility, coupon rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair value.

Certain derivative financial instruments trade in the OTC market. The Fund’s pricing services use various techniques including industry standard option pricing models and proprietary discounted cash flow models to determine the fair value of those instruments. The Fund’s net benefit or obligation under the derivative contract, as measured by the fair value of the contract, is included in net assets.

The Fund has procedures to determine the fair value of financial instruments for which market prices are not reliable or readily available. Under these procedures, the Fund primarily employs a market-based approach which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. An income-based valuation approach may also be used in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed.

Trading in securities on foreign securities stock exchanges and OTC markets may be completed before 4 p.m. Eastern time. In addition, trading in certain foreign markets may not take place on every Fund’s business day. Events can occur

 

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

between the time at which trading in a foreign security is completed and 4 p.m. Eastern time that might call into question the reliability of the value of a portfolio security held by the Fund. As a result, differences may arise between the value of the Fund’s portfolio securities as determined at the foreign market close and the latest indications of value at 4 p.m. Eastern time. In order to minimize the potential for these differences, an independent pricing service may be used to adjust the value of the Fund’s portfolio securities to the latest indications of fair value at 4 p.m. Eastern time. At June 30, 2020, certain securities may have been fair valued using these procedures, in which case the securities were categorized as Level 2 inputs within the fair value hierarchy. See the Fair Value Measurements note for more information.

When the last day of the reporting period is a non-business day, certain foreign markets may be open on those days that the Fund’s NAV is not calculated, which could result in differences between the value of the Fund’s portfolio securities on the last business day and the last calendar day of the reporting period. Any significant security valuation changes due to an open foreign market are adjusted and reflected by the Fund for financial reporting purposes.

b. Foreign Currency Translation

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. The Fund may enter into foreign currency exchange contracts to facilitate transactions denominated in a foreign currency. Purchases and sales of securities, income and expense items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date. Portfolio securities and assets and liabilities denominated in foreign currencies contain risks that those currencies will decline in value relative to the U.S. dollar. Occasionally, events may impact the availability or reliability of foreign exchange rates used to convert the U.S. dollar equivalent value. If such an event occurs, the foreign exchange rate will be valued at fair value using procedures established and approved by the Board.

The Fund does not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized and unrealized gain or loss from investments in the Statement of Operations.

Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign withholding taxes and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.

c. Derivative Financial Instruments

The Fund invested in derivative financial instruments in order to manage risk or gain exposure to various other investments or markets. Derivatives are financial contracts based on an underlying or notional amount, require no initial investment or an initial net investment that is smaller than would normally be required to have a similar response to changes in market factors, and require or permit net settlement. Derivatives contain various risks including the potential inability of the counterparty to fulfill their obligations under the terms of the contract, the potential for an illiquid secondary market, and/or the potential for market movements which expose the Fund to gains or losses in excess of the amounts shown in the Statement of Assets and Liabilities. Realized gain and loss and unrealized appreciation and depreciation on these contracts for the period are included in the Statement of Operations.

Derivative counterparty credit risk is managed through a formal evaluation of the creditworthiness of all potential counterparties. The Fund attempts to reduce its exposure to counterparty credit risk on OTC derivatives, whenever possible, by entering into International Swaps and Derivatives Association (ISDA) master agreements with certain counterparties. These agreements contain various provisions, including but not limited to collateral requirements, events of default, or early termination. Termination events applicable to the counterparty include certain deteriorations in the credit quality of the counterparty. Termination events applicable to the Fund include failure of the Fund to maintain certain net asset levels and/or limit the decline in net assets over various periods of time. In the event of default or early termination, the ISDA master agreement gives the non-defaulting party the right to net and close-out all transactions traded, whether or not arising under the ISDA agreement, to one net amount payable by one counterparty to the other. However, absent an event of default or early termination, OTC derivative assets

 

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

1. Organization and Significant Accounting Policies (continued)

c. Derivative Financial Instruments (continued)

and liabilities are presented gross and not offset in the Statement of Assets and Liabilities. Early termination by the counterparty may result in an immediate payment by the Fund of any net liability owed to that counterparty under the ISDA agreement.

Collateral requirements differ by type of derivative. Collateral or initial margin requirements are set by the broker or exchange clearing house for exchange traded and centrally cleared derivatives. Initial margin deposited is held at the exchange and can be in the form of cash and/or securities. For OTC derivatives traded under an ISDA master agreement, posting of collateral is required by either the Fund or the applicable counterparty if the total net exposure of all OTC derivatives with the applicable counterparty exceeds the minimum transfer amount, which typically ranges from $100,000 to $250,000, and can vary depending on the counterparty and the type of the agreement. Generally, collateral is determined at the close of Fund business each day and any additional collateral required due to changes in derivative values may be delivered by the Fund or the counterparty the next business day, or within a few business days. Collateral pledged and/or received by the Fund for OTC derivatives, if any, is held in segregated accounts with the Fund’s custodian/counterparty broker and can be in the form of cash and/or securities. Unrestricted cash may be invested according to the Fund’s investment objectives. To the extent that the amounts due to the Fund from its counterparties are not subject to collateralization or are not fully collateralized, the Fund bears the risk of loss from counterparty non-performance.

The Fund entered into exchange traded futures contracts primarily to manage exposure to certain foreign currencies. A futures contract is an agreement between the Fund and a counterparty to buy or sell an asset at a specified price on a future date. Required initial margins are pledged by the Fund, and the daily change in fair value is accounted for as a variation margin payable or receivable in the Statement of Assets and Liabilities.

The Fund entered into OTC forward exchange contracts primarily to manage exposure to certain foreign currencies. A forward exchange contract is an agreement between the Fund and a counterparty to buy or sell a foreign currency at a specific exchange rate on a future date.

See Note 10 regarding other derivative information.

d. Income and Deferred Taxes

It is the Fund’s policy to qualify as a regulated investment company under the Internal Revenue Code. The Fund intends to distribute to shareholders substantially all of its taxable income and net realized gains to relieve it from federal income and excise taxes. As a result, no provision for U.S. federal income taxes is required.

The Fund may be subject to foreign taxation related to income received, capital gains on the sale of securities and certain foreign currency transactions in the foreign jurisdictions in which it invests. Foreign taxes, if any, are recorded based on the tax regulations and rates that exist in the foreign markets in which the Fund invests. When a capital gain tax is determined to apply, the Fund records an estimated deferred tax liability in an amount that would be payable if the securities were disposed of on the valuation date.

As a result of several court cases, in certain countries across the European Union, the Fund filed additional tax reclaims for previously withheld taxes on dividends earned in those countries (EU reclaims). These additional filings are subject to various administrative proceedings by the local jurisdictions’ tax authorities within the European Union, as well as a number of related judicial proceedings. Income recognized, if any, for EU reclaims is reflected as other income in the Statement of Operations and any related receivable, if any, is reflected as European Union tax reclaims in the Statement of Assets and Liabilities. When uncertainty exists as to the ultimate resolution of these proceedings, the likelihood of receipt of these EU reclaims, and the potential timing of payment, no amounts are reflected in the financial statements. For U.S. income tax purposes, EU reclaims received by the Fund, if any, reduce the amounts of foreign taxes Fund shareholders can use as tax credits in their individual income tax returns.

The Fund may recognize an income tax liability related to its uncertain tax positions under U.S. GAAP when the uncertain tax position has a less than 50% probability that it will be

 

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

sustained upon examination by the tax authorities based on its technical merits. As of June 30, 2020, the Fund has determined that no tax liability is required in its financial statements related to uncertain tax positions for any open tax years (or expected to be taken in future tax years). Open tax years are those that remain subject to examination and are based on the statute of limitations in each jurisdiction in which the Fund invests.

e. Security Transactions, Investment Income, Expenses and Distributions

Security transactions are accounted for on trade date. Realized gains and losses on security transactions are determined on a specific identification basis. Interest income and estimated expenses are accrued daily. Amortization of premium and accretion of discount on debt securities are included in interest income. Dividend income is recorded on the ex-dividend date except for certain dividends from securities where the dividend rate is not available. In such cases, the dividend is recorded as soon as the information is received by the Fund. Distributions to shareholders are recorded on the ex-dividend date. Distributable earnings are determined according to income tax regulations (tax basis) and may differ from earnings recorded in accordance with U.S. GAAP. These differences may be permanent or temporary. Permanent differences are reclassified among capital accounts to reflect their tax character. These reclassifications have no impact on net assets or the results of operations. Temporary differences are not reclassified, as they may reverse in subsequent periods.

Common expenses incurred by the Trust are allocated among the Funds based on the ratio of net assets of each Fund to the combined net assets of the Trust or based on the ratio of

number of shareholders of each Fund to the combined number of shareholders of the Trust. Fund specific expenses are charged directly to the Fund that incurred the expense.

Realized and unrealized gains and losses and net investment income, excluding class specific expenses, are allocated daily to each class of shares based upon the relative proportion of net assets of each class. Differences in per share distributions by class are generally due to differences in class specific expenses.

f. Accounting Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

g. Guarantees and Indemnifications

Under the Trust’s organizational documents, its officers and trustees are indemnified by the Trust against certain liabilities arising out of the performance of their duties to the Trust. Additionally, in the normal course of business, the Trust, on behalf of the Fund, enters into contracts with service providers that contain general indemnification clauses. The Trust’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred. Currently, the Trust expects the risk of loss to be remote.

 

 

     
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25


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

2. Shares of Beneficial Interest

At June 30, 2020, there were an unlimited number of shares authorized (without par value). Transactions in the Fund’s shares were as follows:

 

    

Six Months Ended

June 30, 2020

   

Year Ended

December 31, 2019

 
  

 

 

 
      Shares     Amount     Shares     Amount      

Class Z Shares:

        

Shares sold

     528,645     $ 9,123,959       812,603     $ 17,390,341   

Shares issued in reinvestment of distributions

                 105,805       2,403,432   

Shares redeemed

     (1,143,181     (20,018,015     (2,116,626     (45,041,995)  
  

 

 

 

Net increase (decrease)

     (614,536   $ (10,894,056     (1,198,218   $ (25,248,222)  
  

 

 

 

Class A Shares:

        

Shares solda

     855,227     $ 14,004,332       938,834     $ 20,168,898   

Shares issued in reinvestment of distributions

                 195,362       4,450,004   

Shares redeemed

     (2,071,941     (35,299,460     (4,240,433     (90,469,172)  
  

 

 

 

Net increase (decrease)

       (1,216,714   $ (21,295,128     (3,106,237   $ (65,850,270)  
  

 

 

 

Class C Shares:

        

Shares sold

     111,047     $ 1,824,205       185,573     $ 3,904,208   

Shares issued in reinvestment of distributions

                 15,462       346,913   

Shares redeemeda

     (488,852     (8,361,550     (1,197,724     (25,292,278)  
  

 

 

 

Net increase (decrease)

     (377,805   $ (6,537,345     (996,689   $ (21,041,157)  
  

 

 

 

Class R6 Shares:

        

Shares sold

     33,511     $ 525,667       82,219     $ 1,781,383   

Shares issued in reinvestment of distributions

                 2,727       62,332   

Shares redeemed

     (56,328     (1,015,840     (129,250     (2,844,818)  
  

 

 

 

Net increase (decrease)

     (22,817   $ (490,173     (44,304   $ (1,001,103)  
  

 

 

 

aMay include a portion of Class C shares that were automatically converted to Class A

        

3. Transactions with Affiliates

Franklin Resources, Inc. is the holding company for various subsidiaries that together are referred to as Franklin Templeton. Certain officers and trustees of the Fund are also officers and/or directors of the following subsidiaries:

 

Subsidiary    Affiliation

Franklin Mutual Advisers, LLC (Franklin Mutual)

   Investment manager

Franklin Templeton Services, LLC (FT Services)

   Administrative manager

Franklin Templeton Distributors, Inc. (Distributors)

   Principal underwriter

Franklin Templeton Investor Services, LLC (Investor Services)

   Transfer agent

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

a. Management Fees

The Fund pays an investment management fee to Franklin Mutual based on the average daily net assets of the Fund as follows:

 

Annualized Fee Rate    Net Assets

0.875%

   Up to and including $1 billion

0.845%

   Over $1 billion, up to and including $2 billion

0.825%

   Over $2 billion, up to and including $5 billion

0.805%

   In excess of $5 billion

b. Administrative Fees

Under an agreement with Franklin Mutual, FT Services provides administrative services to the Fund. The fee is paid by Franklin Mutual based on the Fund’s average daily net assets, and is not an additional expense of the Fund.

c. Distribution Fees

The Board has adopted distribution plans for each share class, with the exception of Class Z and Class R6 shares, pursuant to Rule 12b-1 under the 1940 Act. Under the Fund’s Class A reimbursement distribution plan, the Fund reimburses Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate. Under the Class A reimbursement distribution plan, costs exceeding the maximum for the current plan year cannot be reimbursed in subsequent periods. In addition, under the Fund’s Class C compensation distribution plan, the Fund pays Distributors for costs incurred in connection with the servicing, sale and distribution of the Fund’s shares up to the maximum annual plan rate. The plan year, for purposes of monitoring compliance with the maximum annual plan rates, is February 1 through January 31.

The maximum annual plan rates, based on the average daily net assets, for each class, are as follows:

 

Class A

     0.35

Class C

     1.00

The Board has set the current rate at 0.25% per year for Class A shares until further notice and approval by the Board.

d. Sales Charges/ Underwriting Agreements

Front-end sales charges and contingent deferred sales charges (CDSC) do not represent expenses of the Fund. These charges are deducted from the proceeds of sales of Fund shares prior to investment or from redemption proceeds prior to remittance, as applicable. Distributors has advised the Fund of the following commission transactions related to the sales and redemptions of the Fund’s shares for the period:

 

Sales charges retained net of commissions paid to unaffiliated brokers/dealers

   $ 17,507  

CDSC retained

   $ 1,757  

 

     
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27


FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

3. Transactions with Affiliates (continued)

 

e. Transfer Agent Fees

Each class of shares pays transfer agent fees to Investor Services for its performance of shareholder servicing obligations. The fees are based on an annualized asset based fee of 0.02% plus a transaction based fee. In addition, each class reimburses Investor Services for out of pocket expenses incurred and, except for Class R6, reimburses shareholder servicing fees paid to third parties. These fees are allocated daily based upon their relative proportion of such classes’ aggregate net assets. Class R6 pays Investor Services transfer agent fees specific to that class.

For the period ended June 30, 2020, the Fund paid transfer agent fees of $255,120, of which $133,148 was retained by Investor Services.

f. Waiver and Expense Reimbursements

Investor Services has contractually agreed in advance to waive or limit its fees so that the Class R6 transfer agent fees do not exceed 0.03% based on the average net assets of the class until April 30, 2021. Prior to May 1, 2020, the Class R6 transfer agent fees were limited to 0.02%.

g. Interfund Transactions

The Fund engaged in purchases and sales of investments with funds or other accounts that have common investment managers (or affiliated investment managers), directors, trustees or officers. During the period ended June 30, 2020, these purchase and sale transactions aggregated $1,233,191 and $1,580,612, respectively.

4. Expense Offset Arrangement

The Fund has entered into an arrangement with its custodian whereby credits realized as a result of uninvested cash balances are used to reduce a portion of the Fund’s custodian expenses. During the period ended June 30, 2020, the custodian fees were reduced as noted in the Statement of Operations.

5. Independent Trustees’ Retirement Plan

On January 1, 1993, the Trust adopted an Independent Trustees’ Retirement Plan (Plan). The Plan is an unfunded defined benefit plan that provides benefit payments to Trustees whose length of service and retirement age meets the eligibility requirements of the Plan. Benefits under the Plan are based on years of service and fees paid to each trustee at the time of retirement. Effective in December 1996, the Plan was closed to new participants.

During the period ended June 30, 2020, the Fund’s projected benefit obligation and benefit payments under the Plan were as follows:

 

aProjected benefit obligation at June 30, 2020

   $ 37,671  

bIncrease in projected benefit obligation

   $ 1,877  

Benefit payments made to retired trustees

   $ (240

aThe projected benefit obligation is included in trustees’ fees and expenses in the Statement of Assets and Liabilities.

bThe increase in projected benefit obligation is included in trustees’ fees and expenses in the Statement of Operations.

6. Income Taxes

For tax purposes, capital losses may be carried over to offset future capital gains.

 

     

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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

At December 31, 2019, the capital loss carryforwards were as follows:

 

Capital loss carryforwards not subject to expiration:

  

Short term

     $ 5,515,313  

Long term

     5,361,458  
  

 

 

 

Total capital loss carryforwards

     $ 10,876,771  
  

 

 

 

At June 30, 2020, the cost of investments and net unrealized appreciation (depreciation) for income tax purposes were as follows:

 

Cost of investments

     $ 387,639,530   
  

 

 

 

Unrealized appreciation

     $ 14,089,366   

Unrealized depreciation

     (102,470,234)  
  

 

 

 

Net unrealized appreciation (depreciation)

     $ (88,380,868)  
  

 

 

 

Differences between income and/or capital gains as determined on a book basis and a tax basis are primarily due to differing treatments of foreign currency transactions and corporate actions.

7. Investment Transactions

Purchases and sales of investments (excluding short term securities) for the period ended June 30, 2020, aggregated $62,727,183 and $102,861,734, respectively.

8. Concentration of Risk

Investing in foreign securities may include certain risks and considerations not typically associated with investing in U.S. securities, such as fluctuating currency values and changing local, regional and global economic, political and social conditions, which may result in greater market volatility. Current political and financial uncertainty surrounding the European Union may increase market volatility and the economic risk of investing in securities in Europe. In addition, certain foreign securities may not be as liquid as U.S. securities.

9. Novel Coronavirus Pandemic

The global outbreak of the novel coronavirus disease, known as COVID-19, has caused adverse effects on many companies, sectors, nations, regions and the markets in general, and may continue for an unpredictable duration. The effects of this pandemic may materially impact the value and performance of the Fund, its ability to buy and sell fund investments at appropriate valuations and its ability to achieve its investment objectives.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

10. Other Derivative Information

At June 30, 2020, investments in derivative contracts are reflected in the Statement of Assets and Liabilities as follows:

 

    

Asset Derivatives

   

Liability Derivatives

 

Derivative Contracts

Not Accounted for as

Hedging Instruments

  

Statement of

Assets and Liabilities

Location

   Fair Value    

Statement of

Assets and Liabilities

Location

   Fair Value  

Foreign exchange contracts

   Variation margin on futures contracts    $ 391,223 a   

Variation margin on futures contracts

   $  
  

Unrealized appreciation on OTC forward exchange contracts

     1,984,104    

Unrealized depreciation on OTC forward exchange contracts

     1,215,185  
     

 

 

      

 

 

 

Totals

      $ 2,375,327        $ 1,215,185  
     

 

 

      

 

 

 

aThis amount reflects the cumulative appreciation (depreciation) of futures contracts as reported in the Statement of Investments. Only the variation margin receivable/ payable at period end is separately reported within the Statement of Assets and Liabilities. Prior variation margin movements were recorded to cash upon receipt or payment.

For the period ended June 30, 2020, the effect of derivative contracts in the Statement of Operations was as follows:

 

Derivative Contracts

Not Accounted for as

Hedging Instruments

  

Statement of

Operations Location

  

Net Realized

Gain (Loss) for

the Period

    

Statement of

Operations Location

  

Net Change in

Unrealized

Appreciation

(Depreciation)

for the Period

 
  

Net realized gain (loss) from:

      Net change in unrealized appreciation (depreciation) on:   

Foreign exchange contracts

   Forward exchange contracts      $(2,100,386)      Forward exchange contracts      $3,803,950  
  

Futures contracts

     189,858       Futures contracts      681,989  
     

 

 

       

 

 

 

Totals

        $(1,910,528)           $4,485,939  
     

 

 

       

 

 

 

For the period ended June 30, 2020, the average month end notional amount of futures contracts represented $30,710,436. The average month end contract value of forward exchange contracts was $183,111,380.

At June 30, 2020, OTC derivative assets and liabilities are as follows:

 

    

Gross Amounts of

Assets and Liabilities Presented

    in the Statement of Assets and Liabilities    

 
      Assetsa      Liabilitiesa  

Derivatives

     

Forward exchange contracts

     $1,984,104        $1,215,185  

aAbsent an event of default or early termination, OTC derivative assets and liabilities are presented gross and not offset in the Statement of Assets and Liabilities.

 

     

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

At June 30, 2020, OTC derivative assets, which may be offset against OTC derivative liabilities and collateral received from the counterparty, are as follows:

 

            Amounts Not Offset in the
Statement of Assets and Liabilities
        
     

Gross

Amounts of

Assets Presented in

the Statement of
Assets and Liabilities

    

Financial

Instruments

Available for

Offset

   

Financial

Instruments

Collateral

Receiveda

   

Cash

Collateral

Received

    

Net Amount

(Not less

than zero)

 

Counterparty

            

BOFA

     $    33,114        $(33,114     $—       $—        $—  

BONY

     41,866        (41,866                   

HSBK

     903,036        (352,858     (486,261            63,917  

SSBT

     881,199        (84,222     (781,394            15,583  

UBSW

     124,889        (124,889                   

Total

     $1,984,104        $(636,949     $(1,267,655     $—        $79,500  

At June 30, 2020, OTC derivative liabilities, which may be offset against OTC derivative assets and collateral pledged to the counterparty, are as follows:

 

            Amounts Not Offset in the
Statement of Assets and Liabilities
        
     

Gross

Amounts of

Liabilities Presented in

the Statement of

Assets and Liabilities

    

Financial

Instruments
Available for

Offset

   

Financial

Instruments

Collateral

Pledgedb,c

   

Cash

Collateral

Pledged

    

Net Amount

(Not less

than zero)

 

Counterparty

            

BOFA

     $    256,779        $  (33,114     $(223,665     $  —        $        —  

BONY

     141,916        (41,866     (100,050             

HSBK

     352,858        (352,858                   

SSBT

     84,222        (84,222                   

UBSW

     379,410        (124,889     (211,868            42,653  

Total

     $1,215,185        $(636,949     $(535,583     $  —        $42,653  

aAt June 30, 2020 the Fund received U.K. Treasury Bonds and U.S. Treasury Bills, Bonds and Notes as collateral for derivatives.

bSee the accompanying Statement of Investments for securities pledged as collateral for derivatives.

cIn some instances, the collateral amounts disclosed in the table above were adjusted due to the requirement to limit the collateral amounts to avoid the effect of overcollateralization. Actual collateral received and/or pledged may be more than the amounts disclosed herein.

See Note 1(c) regarding derivative financial instruments.

See Abbreviations on page 34.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

11. Holdings of 5% Voting Securities of Portfolio Companies

The 1940 Act defines “affiliated companies” to include investments in portfolio companies in which a fund owns 5% or more of the outstanding voting securities. During the period ended June 30, 2020, investments in “affiliated companies” were as follows:

 

Name of Issuer  

Value at

Beginning

of Period

    Purchases     Sales     Realized
Gain (Loss)
   

Net Change in

Unrealized

Appreciation

(Depreciation)

   

Value at

End of

Period

   

Number of Shares

Held at End

of Period

   

Dividend

Income

 

Non-Controlled Affiliates

           

AB&T Financial Corp. (Value is 0.0% of Net Assets)

    $109,658       $—       $—       $—       $(23,740     $85,918       226,100       $574  
 

 

 

     

 

 

 

Rounds to less than 0.1% of net assets.

12. Credit Facility

The Fund, together with other U.S. registered and foreign investment funds (collectively, Borrowers), managed by Franklin Templeton, are borrowers in a joint syndicated senior unsecured credit facility totaling $2 billion (Global Credit Facility) which matures on February 5, 2021. This Global Credit Facility provides a source of funds to the Borrowers for temporary and emergency purposes, including the ability to meet future unanticipated or unusually large redemption requests.

Under the terms of the Global Credit Facility, the Fund shall, in addition to interest charged on any borrowings made by the Fund and other costs incurred by the Fund, pay its share of fees and expenses incurred in connection with the implementation and maintenance of the Global Credit Facility, based upon its relative share of the aggregate net assets of all of the Borrowers, including an annual commitment fee of 0.15% based upon the unused portion of the Global Credit Facility. These fees are reflected in other expenses in the Statement of Operations. During the period ended June 30, 2020, the Fund did not use the Global Credit Facility.

13. Fair Value Measurements

The Fund follows a fair value hierarchy that distinguishes between market data obtained from independent sources (observable inputs) and the Fund’s own market assumptions (unobservable inputs). These inputs are used in determining the value of the Fund’s financial instruments and are summarized in the following fair value hierarchy:

 

   

Level 1 – quoted prices in active markets for identical financial instruments

 

   

Level 2 – other significant observable inputs (including quoted prices for similar financial instruments, interest rates, prepayment speed, credit risk, etc.)

 

   

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of financial instruments)

The input levels are not necessarily an indication of the risk or liquidity associated with financial instruments at that level.

 

     

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

A summary of inputs used as of June 30, 2020, in valuing the Fund’s assets and liabilities carried at fair value, is as follows:

 

 

      Level 1      Level 2      Level 3      Total  

Assets:

           

Investments in Securities:a

           

Equity Investments:

           

Banks

       $ 39,627,270      $ 69,787,447      $      $ 109,414,717  

Capital Markets

            20,548,450               20,548,450  

Consumer Finance

     9,695,817        1,716,848               11,412,665  

Diversified Financial Services

     14,739,067        5,763,919               20,502,986  

Household Durables

            6,751,424               6,751,424  

Insurance

     54,303,065        48,103,316               102,406,381  

Real Estate Management & Development

            4,471,894               4,471,894  

Thrifts & Mortgage Finance

            3,290,038               3,290,038  

Short Term Investments

     14,999,313        4,300,000               19,299,313  
  

 

 

 

Total Investments in Securities

  

 

    $

 

133,364,532

 

 

   $ 164,733,336      $      $ 298,097,868  
  

 

 

 

Other Financial Instruments:

           

Futures Contracts

       $ 391,223      $      $      $ 391,223  

Forward Exchange Contracts

            1,984,104               1,984,104  
  

 

 

 

Total Other Financial Instruments

       $ 391,223      $ 1,984,104      $      $ 2,375,327  
  

 

 

 

Liabilities:

           

Other Financial Instruments:

           

Forward Exchange Contracts

       $      $ 1,215,185      $           —      $ 1,215,185  
  

 

 

 

aFor detailed categories, see the accompanying Statement of Investments.

14. New Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The amendments in the ASU provides optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of the London Interbank Offered Rate (LIBOR) and other interbank-offered based reference rates as of the end of 2021. The ASU is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying this ASU.

15. Subsequent Events

The Fund has evaluated subsequent events through the issuance of the financial statements and determined that no events have occurred that require disclosure.

 

     
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FRANKLIN MUTUAL SERIES FUNDS

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Franklin Mutual Financial Services Fund (continued)

 

Abbreviations

 

Counterparty    Currency    Selected Portfolio

BOFA

   Bank of America Corp.    EUR    Euro    FHLB     Federal Home Loan Bank

BONY

   The Bank of New York Mellon Corp.    GBP    British Pound   

HSBK

   HSBC Bank PLC    USD    United States Dollar   

SSBT

   State Street Bank and Trust Co., N.A.         

UBSW

   UBS AG         

 

     

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Shareholder Information

Board Approval of Investment

Management Agreements

FRANKLIN MUTUAL SERIES FUNDS

Franklin Mutual Financial Services Fund

(Fund)

The Board of Trustees (Board), including a majority of trustees that are not “interested persons” as such term is defined in section 2(a)(19) of the Investment Company Act of 1940 (hereinafter referred to as “independent trustees”), at a meeting held on May 14, 2020, unanimously approved the renewal of the Fund’s investment management agreement. Prior to a meeting of all of the trustees for the purpose of considering such renewal, the independent trustees participated in two other meetings held in connection with the renewal process. Throughout the process, the independent trustees received assistance and advice from and met separately with independent counsel. The independent trustees met with and interviewed officers of the investment manager (including portfolio managers), the transfer agent and shareholder services group and the distributor. In approving the renewal of the investment management agreement for the Fund, the Board, including the independent trustees, determined that the investment management fee structure was fair and reasonable and that continuance of the agreement was in the best interests of the Fund and its shareholders.

In reaching their decision on the investment management agreement, the trustees took into account information furnished throughout the year at regular Board meetings, as well as information specifically requested and furnished for the renewal process, which culminated in the meetings referred to above for the specific purpose of considering such agreement. Information furnished throughout the year included, among others, reports on the Fund’s investment performance, expenses, portfolio composition, portfolio brokerage execution, client commission arrangements, derivatives, securities lending, asset segregation, portfolio turnover, Rule 12b-1 plan, distribution, shareholder servicing, legal and compliance matters, pricing of securities, sales and redemptions, and marketing support payments made to financial intermediaries, as well as a third-party survey of transfer agent fees charged to funds within the Franklin Templeton Investments (FT) complex in comparison with those charged to other fund complexes deemed comparable. Also, related financial statements and other information about the scope and quality of services provided by the investment manager and its affiliates and enhancements to

such services over the past year were provided. In addition, the trustees received periodic reports throughout the year and during the renewal process relating to compliance with the Fund’s investment policies and restrictions. During the renewal process, the independent trustees considered the investment manager’s methods of operation within the Franklin Templeton group and its activities on behalf of other clients. The Board also noted that it received an annual report on all payments made by FT or the Fund to financial intermediaries engaged in the sale of Fund shares, as well as a memorandum relating to third-party servicing arrangements in response to a Guidance Update from the U.S. Securities and Exchange Commission (SEC) relating to mutual fund distribution and sub-accounting fees.

The information obtained by the trustees during the renewal process also included a special report prepared by Broadridge Financial Solutions, Inc., an independent third-party analyst that utilizes data from Lipper, Inc. (“Lipper”), comparing the Fund’s investment performance and expenses with those of other mutual funds deemed comparable to the Fund as selected by Lipper (Broadridge Section 15(c) Report). The trustees reviewed the Broadridge Section 15(c) Report and its usefulness in the renewal process with respect to matters such as comparative fees, expenses, expense ratios, performance and volatility. They concluded that the report continues to be a reliable resource in the performance of their duties.

In addition, the trustees received a Profitability Study (Profitability Study) prepared by management discussing the profitability to FT from its overall U.S. fund operations, as well as on an individual fund-by-fund basis. Over the past year, the Board and counsel to the independent trustees continued to receive reports on management’s handling of recent regulatory inquiries and pending legal actions against the investment manager and its affiliates. The independent trustees were satisfied with the actions taken to date by management in response to such regulatory and legal matters.

The trustees reviewed the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of the investment manager. As part of this review, particular attention was given to management’s diligent risk management program, including continual monitoring and management of cybersecurity, liquidity and counterparty credit risk, and attention given to derivatives and other complex instruments that are held and expected to be held by the Fund and how such instruments

 

 

     
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SHAREHOLDER INFORMATION

 

are used to carry out the Fund’s investment goal(s). The Board also took into account, among other things, management’s efforts in establishing a global credit facility for the benefit of the Fund and other accounts managed by FT to provide a source of cash for temporary and emergency purposes or to meet unusual redemption requests as well as the strong financial position of the investment manager’s parent company and its commitment to the mutual fund business. The Board noted management’s continuing efforts and expenditures in establishing effective business continuity plans and developing strategies to address areas of heightened concern in the mutual fund industry, such as cybersecurity and liquidity risk management. The Board also recognized management’s commitment to facilitating Board oversight of particular areas, including derivatives and payments to intermediaries, by enhanced reporting.

In addition to the above and other matters considered by the trustees throughout the course of the year, the following discussion relates to certain primary factors relevant to the Board’s decision. This discussion of the information and factors considered by the Board (including the information and factors discussed above) is not intended to be exhaustive, but rather summarizes certain factors considered by the Board. In view of the wide variety of factors considered, the Board did not, unless otherwise noted, find it practicable to quantify or otherwise assign relative weights to the foregoing factors. In addition, individual trustees may have assigned different weights to various factors.

NATURE,EXTENT AND QUALITY OF SERVICES. The trustees reviewed the nature, extent and quality of the services provided, and to be provided, by the investment manager. The trustees cited the investment manager’s ability to implement the Fund’s disciplined value investment approach and its long-term relationship with the Fund as reasons that shareholders choose to invest, and remain invested, in the Fund. The trustees reviewed the Fund’s portfolio management team, including its performance, staffing, skills and compensation program. With respect to portfolio manager compensation, management assured the trustees that the Fund’s long-term performance is a significant component of incentive-based compensation and noted that a portion of a portfolio manager’s incentive-based compensation is paid in shares of pre-designated funds from the portfolio manager’s fund management area. The trustees noted that the portfolio manager compensation program aligned the interests of the portfolio managers with that of shareholders of the Fund. The trustees discussed with management various other products, portfolios and entities

that are advised by the investment manager and the allocation of assets and expenses among and within them, as well as their relative fees and reasons for differences with respect thereto and any potential conflicts. During regular Board meetings and the aforementioned meetings of the independent trustees, the trustees received reports and presentations on the investment manager’s best execution trading policies. The trustees considered periodic reports provided to them showing that the investment manager complied with the investment policies and restrictions of the Fund as well as other reports periodically furnished to the Board covering matters such as the compliance of portfolio managers and other management personnel with the code of ethics covering the investment management personnel, the adherence to fair value pricing procedures established by the Board and the accuracy of net asset value calculations. The Board noted the extent of the benefits provided to Fund shareholders from being part of the Franklin Templeton group of funds, including the right to exchange investments between funds (same class) without a sales charge, the ability to reinvest Fund dividends into other funds and the right to combine holdings of other funds to obtain reduced sales charges. The Board considered the investment manager’s significant efforts in developing and implementing compliance procedures established in accordance with SEC and other requirements.

The Board considered the nature, extent and quality of the services to be provided under the Fund’s other service agreements to determine that, on an overall basis, Fund shareholders were well served. In this connection, the Board also took into account transfer agent and shareholder services provided to Fund shareholders by an affiliate of the investment manager, noting continuing expenditures by management to increase and improve the scope of such services and favorable periodic reports on shareholder services conducted by independent third parties. While such considerations directly affected the trustees’ decision in renewing the Fund’s transfer agent and shareholder services agreement, the Board also considered these commitments as incidental benefits to Fund shareholders deriving from the investment management relationship.

Based on their review, the trustees were satisfied with the nature and quality of the overall services provided, and to be provided, by the investment manager and its affiliates to the Fund and its shareholders and were confident in the abilities of the management team to continue the disciplined value investment approach of the Fund and to provide quality services to the Fund and its shareholders.

 

 

     

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SHAREHOLDER INFORMATION

 

INVESTMENT PERFORMANCE. The trustees reviewed and placed significant emphasis on the investment performance of the Fund over the one-, three-, five- and 10-year periods ended December 31, 2019. They considered the history of performance of the Fund relative to various benchmarks. As part of their review, they inquired of management regarding benchmarks, style drift and restrictions on permitted investments. Consideration was also given to performance in the context of available levels of cash during the periods.

The trustees had meetings during the year, including the meetings referred to above held in connection with the renewal process, with the Fund’s portfolio managers to discuss performance and the management of the Fund. In addition to the materials provided by management in connection with the renewal process, the independent trustees requested throughout the year (and received) additional presentations from the investment manager and senior management of FT regarding the performance of the investment manager and the Fund. As part of these presentations, the investment manager and senior management of FT reviewed enhancements that have been made, and are being made, to the investment manager’s investment process. In addition, it was noted that senior management of FT is conducting a review of the investment manager and the Fund and will report the results thereof to the independent trustees when completed.

Particular attention in assessing performance was given to the Broadridge Section 15(c) Report. That report showed the investment performance of the Fund (Class A shares) in comparison to other funds determined comparable by Lipper.

The comparable funds to the Fund, as chosen by Lipper, included all retail and institutional global financial services funds. The Fund had total returns in the second-lowest performing quintile for the one-year period ended December 31, 2019, and had annualized total returns for the three- and five-year periods in the lowest and second-lowest performing quintiles, respectively. The trustees noted that the Fund’s total return on an annualized basis for the 10-year period ended December 31, 2019 was in the middle performing quintile. The trustees also compared Fund performance to other industry benchmarks, including measures of risk-adjusted performance of a fund, as part of their evaluation of investment performance. The trustees discussed with management the reasons for the relative underperformance for the one-, three-, and five-year periods ended December 31, 2019. While disappointed with the relative underperformance of the Fund, the Board did not

believe that any changes with respect to the Fund were warranted at the time, particularly as the enhancements to the investment manager’s investment process continue to be implemented and as the review being conducted by senior management of FT is in process. The Board noted that it would continue to monitor future performance.

COMPARATIVE EXPENSES AND MANAGEMENT PROFITABILITY. The trustees considered the cost of the services provided and to be provided and the profits realized by the investment manager and its affiliates from their respective relationships with the Fund. As part of the renewal process, the trustees explored with management the trends in expense ratios over the past three fiscal years and the reasons for any increases in the Fund’s expense ratios (or components thereof). In considering the appropriateness of the management fee and other expenses charged to the Fund, the Board took into account various factors including investment performance and matters relating to Fund operations, including, but not limited to, the quality and experience of its portfolio managers and research staff. Consideration was also given to a comparative analysis in the Broadridge Section 15(c) Report of the investment management fee and total expense ratio of the Fund in comparison with those of a group of other funds selected by Lipper as its appropriate Lipper expense group. Lipper expense data is based upon information taken from each fund’s most recent annual report, which reflects historical asset levels that may be quite different from those currently existing, particularly in a period of market volatility. While recognizing such inherent limitation and the fact that expense ratios generally increase as assets decline and decrease as assets grow, the Board believed the independent analysis conducted by Lipper to be an appropriate measure of comparative expenses.

In reviewing comparative costs, emphasis was given to the Fund’s contractual management fee in comparison with the contractual management fee that would have been charged by other funds within its Lipper expense group assuming they were similar in size to the Fund, as well as the actual total expenses of the Fund in comparison with those of its Lipper expense group. The Lipper contractual management fee analysis includes administrative charges as being part of the management fee, and total expenses, for comparative consistency, are shown by Lipper for Fund Class A shares.

 

 

     
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FRANKLIN MUTUAL SERIES FUNDS

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SHAREHOLDER INFORMATION

 

The Fund’s contractual management fee rate was in the second-most expensive quintile of its Lipper expense group and its total expenses were also in the second-most expensive quintile of such group. The Board noted that the Fund’s total expenses were within 1 basis point of its Lipper expense group median. The Board found such comparative fees and expenses to be acceptable in view of factors relating to the Fund’s operations, such as the quality and experience of its portfolio managers.

The trustees also reviewed the Profitability Study addressing profitability of Franklin Resources, Inc., from its overall U.S. fund business, as well as profitability to the Fund’s investment manager and its affiliates, from providing investment management and other services to the Fund during the 12-month period ended September 30, 2019, the most recent fiscal year-end of Franklin Resources, Inc. The trustees reviewed the basis on which such reports are prepared and the cost allocation methodology utilized in the Profitability Study, it being recognized that allocation methodologies may each be reasonable while producing different results. In this respect, the Board noted that the reasonableness of the cost allocation methodologies was reviewed by independent accountants on an every other year basis.

The independent trustees met with management to discuss the Profitability Study. This included, among other things, a comparison of investment management income with investment management expenses of the Fund; comparison of underwriting revenues and expenses; the relative relationship of investment management and underwriting expenses; shareholder servicing profitability; economies of scale; and the relative contribution of the Fund to the profitability of the investment manager and its parent. In discussing the Profitability Study with the Board, the investment manager stated its belief that the costs incurred in establishing the infrastructure necessary to operate the type of mutual fund operations conducted by it and its affiliates may not be fully reflected in the expenses allocated to the Fund in determining its profitability.

The Board also took into account management’s expenditures in improving shareholder services provided to the Fund, as well as the need to meet additional regulatory and compliance requirements. The trustees also considered the extent to which the investment manager may derive ancillary benefits from Fund operations, including those derived from economies of scale, discussed below, the allocation of Fund brokerage and the use of commission dollars to pay for research and other similar services.

Based upon their consideration of all these factors, the trustees determined that the level of profits realized by the investment manager and its affiliates in providing services to

the Fund was not excessive in view of the nature, quality and extent of services provided.

ECONOMIES OF SCALE. The Board considered economies of scale realized by the investment manager and its affiliates as the Fund grows larger and the extent to which they are shared with Fund shareholders, as for example, in the level of the investment management fee charged, in the quality and efficiency of services rendered and in increased capital commitments benefiting the Fund directly or indirectly. While recognizing that any precise determination is inherently subjective, the trustees noted that, based upon the Profitability Study, as some funds increase in size, at some point economies of scale may result in the investment manager realizing a larger profit margin on investment management services provided to such a fund. The trustees also noted that benefits of economies of scale will be shared with Fund shareholders due to the decline in the effective investment management fee rate as breakpoints are achieved by the Fund.

The trustees noted that breakpoints had been instituted as part of the Fund’s investment management fee and that the Board regularly evaluates whether additional breakpoints are appropriate. The trustees assessed the savings to shareholders resulting from such breakpoints and believed they were, and continue to be, appropriate and they agreed to continue to monitor the appropriateness of the breakpoints. The trustees also considered the effects an increase in assets under management would have on the investment management fee and expense ratio of the Fund. To the extent further economies of scale may be realized by the investment manager and its affiliates, the Board believed the investment management fees provide a sharing of benefits with the Fund and its shareholders.

 

 

     

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SHAREHOLDER INFORMATION

 

Liquidity Risk Management Program

The Funds have adopted and implemented a written Liquidity Risk Management Program (the “LRMP”) as required by Rule 22e-4 under the Investment Company Act of 1940. The program is designed to assess and manage each Fund’s liquidity risk, taking into consideration the Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings and access to other funding sources including the Funds’ interfund lending facility and line of credit. The Funds’ Board of Trustees approved the appointment of the Director of Liquidity Risk within the Investment Risk Management Group (the “IRMG”) as the Administrator of the LRMP. The IRMG maintains the Investment Liquidity Committee (the “ILC”) to provide oversight and administration of policies and procedures governing liquidity risk management for FT products and portfolios. The ILC includes representatives from Franklin Templeton’s Risk, Trading, Global Compliance, Investment Compliance, Investment Operations, Valuation Committee and Product Management groups.

The LRMP Administrator Annual Report was presented to the Fund(s) Board of Trustees at their meetings in May 2020. The report covered the adequacy and effectiveness of the program during the period December 1, 2018 to December 31, 2019 (the “covered period”). The report concluded that (i.) the LRMP, as adopted and implemented, remains reasonably designed to assess and manage each Fund’s liquidity risk; (ii.) the LRMP, including the Highly Liquid Investment Minimum (“HLIM”) where applicable, was implemented and operated effectively to achieve the goal of assessing and managing each Fund’s liquidity risk; and (iii.) each fund was able to meet requests for redemption without significant dilution of remaining investors’ interests in the Fund. In addition, the LRMP Administrator presented the Fund Board of Trustees an update on liquidity during the first quarter of 2020 in relation to the COVID-19 pandemic.

During the reporting period, the Fund maintained a high level of liquid assets that are defined under the Liquidity Rule as “Highly Liquid Investments.” As a result, the Fund was designated a “Primarily Highly Liquid Fund” as defined under the Liquidity Rule and has not adopted a “Highly Liquid

Investment Minimum.” A Highly Liquid Investment is defined as cash and any investment reasonably expected to be convertible to cash in current market conditions in three business days or less without the conversion to cash significantly changing the market value of the investment.

There can be no assurance that the program will achieve its objectives in the future. Please refer to your Fund’s prospectus for more information regarding the Fund’s exposure to liquidity risk and other principal risks to which an investment in the Fund may be subject.

Proxy Voting Policies and Procedures

The Fund’s investment manager has established Proxy Voting Policies and Procedures (Policies) that the Fund uses to determine how to vote proxies relating to portfolio securities. Shareholders may view the Fund’s complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (954) 527-7678 or by sending a written request to: Franklin Templeton Companies, LLC, 300 S.E. 2nd Street, Fort Lauderdale, FL 33301, Attention: Proxy Group. Copies of the Fund’s proxy voting records are also made available online at franklintempleton.com and posted on the U.S. Securities and Exchange Commission’s website at sec.gov and reflect the most recent 12-month period ended June 30.

Quarterly Statement of Investments

The Trust, on behalf of the Fund, files a complete statement of investments with the U.S. Securities and Exchange Commission for the first and third quarters for each fiscal year as an exhibit to its report on Form N-PORT. Shareholders may view the filed Form N-PORT by visiting the Commission’s website at sec.gov. The filed form may also be viewed and copied at the Commission’s Public Reference Room in Washington, DC. Information regarding the operations of the Public Reference Room may be obtained by calling (800) SEC-0330.

Householding of Reports and Prospectuses

You will receive the Fund’s financial reports every six months as well as an annual updated summary prospectus (prospectus available upon request). To reduce Fund expenses, we try to identify related shareholders in a household and send only one copy of the financial reports

 

 

     
franklintempleton.com    Semiannual Report           

39


FRANKLIN MUTUAL SERIES FUNDS

FRANKLIN MUTUAL FINANCIAL SERVICES FUND

SHAREHOLDER INFORMATION

 

and summary prospectus. This process, called “householding,” will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at (800) 632-2301. At any time you may view current prospectuses/summary prospectuses and financial reports on our website. If you choose, you may receive these documents through electronic delivery.

    

 

 

     

40

          Semiannual Report   franklintempleton.com


Authorized for distribution only when accompanied or preceded by a summary prospectus and/or prospectus. Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing. A prospectus contains this and other information; please read it carefully before investing.

To help ensure we provide you with quality service, all calls to and from our service areas are monitored and/or recorded.

 

 

 

LOGO

   Semiannual Report and Shareholder Letter
   Franklin Mutual Financial Services Fund
        
     Investment Manager    Distributor    Shareholder Services
   Franklin Mutual Advisers, LLC    Franklin Templeton Distributors, Inc.    (800) 632-2301 - (Class A, C &
      (800) DIAL BEN® / 342-5236    R6)
      franklintempleton.com    (800) 448-FUND - (Class Z)

 

© 2020 Franklin Templeton Investments. All rights reserved.    479 S 08/20


Item 2.

Code of Ethics.

(a)   The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.

(c)   N/A

(d)   N/A

(f)   Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.

 

Item 3.

Audit Committee Financial Expert.

(a)(1)   The Registrant has an audit committee financial expert serving on its audit committee.

(2)   The audit committee financial experts are Edward I. Altman, Ann Torre Bates and David W. Niemiec and they are “independent” as defined under the relevant Securities and Exchange Commission Rules and Releases.


Item 4.

Principal Accountant Fees and Services. N/A

 

Item 5.

Audit Committee of Listed Registrants. N/A

 

Item 6.

Schedule of Investments. N/A

 

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. N/A

 

Item 8.

Portfolio Managers of Closed-End Management Investment Companies. N/A

 

Item 9.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. N/A

 

Item 10.

Submission of Matters to a Vote of Security Holders.

There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant’s Board of Trustees that would require disclosure herein.

 

Item 11.

Controls and Procedures.

(a)    Evaluation of Disclosure Controls and Procedures. The Registrant maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.


(b)    Changes in Internal Controls. There have been no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the internal control over financial reporting.

 

Item 12.

Disclosure of Securities Lending Activities for Closed-End Management Investment Company. N/A

 

Item 13.

Exhibits.

(a)(1) Code of Ethics

(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer

(b) Certifications pursuant to Section  906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Robert G. Kubilis, Chief Financial Officer and Chief Accounting Officer


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FRANKLIN MUTUAL SERIES FUNDS

 

By  

S\MATTHEW T. HINKLE

  Matthew T. Hinkle
  Chief Executive Officer – Finance and Administration
Date   August 25, 2020

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By  

S\MATTHEW T. HINKLE

  Matthew T. Hinkle
  Chief Executive Officer – Finance and Administration
Date   August 25, 2020
By  

S\ROBERT G. KUBILIS

  Robert G. Kubilis
  Chief Financial Officer and Chief Accounting Officer
Date   August 25, 2020