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)

Alison Baur, 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: 6/30/23

Item 1. Reports to Stockholders.

a.)

The following is a copy of the report transmitted to shareholders pursuant to Rule30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1.)

b.)

Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule.

Not Applicable

.

Semiannual

Report

Franklin

Mutual

Series

Funds

June

30,

2023

Not

FDIC

Insured

May

Lose

Value

No

Bank

Guarantee

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

Formerly,

Franklin

Mutual

European

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

.

The

Securities

and

Exchange

Commission

has

adopted

new

regulations

that

will

result

in

changes

to

the

design

and

delivery

of

annual

and

semiannual

shareholder

reports

beginning

in

July

2024.

If

you

have

previously

elected

to

receive

shareholder

reports

electronically,

you

will

continue

to

do

so

and

need

not

take

any

action.

Otherwise,

paper

copies

of

the

Fund’s

shareholder

reports

will

be

mailed

to

you

beginning

in

July

2024.

If

you

would

like

to

receive

shareholder

reports

and

other

communications

from

the

Fund

electronically

instead

of

by

mail,

you

may

make

that

request

at

any

time

by

contacting

your

financial

intermediary

(such

as

a

broker-dealer

or

bank)

or,

if

you

are

a

direct

investor,

enrolling

at

franklintempleton.com.

You

may

access

franklintempleton.com

by

scanning

the

code

below.

franklintempleton.com

Semiannual

Report

1

Contents

Franklin

Mutual

Beacon

Fund

2

Franklin

Mutual

Financial

Services

Fund

7

Franklin

Mutual

Global

Discovery

Fund

12

Franklin

Mutual

International

Value

Fund

17

Franklin

Mutual

Quest

Fund

22

Franklin

Mutual

Shares

Fund

27

Financial

Highlights

and

Schedules

of

Investments

32

Financial

Statements

89

Notes

to

Financial

Statements

100

Shareholder

Information

132

Visit

franklintempleton.com

for

fund

updates,

to

access

your

account,

or

to

find

helpful

financial

planning

tools.

2

franklintempleton.com

Semiannual

Report

Franklin

Mutual

Beacon

Fund

This

semiannual

report

for

Franklin

Mutual

Beacon

Fund

covers

the

period

ended

June

30,

2023

.

Fund

Overview

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

capital

appreciation,

which

may

occasionally

be

short

term.

The

secondary

goal

is

income.

Under

normal

market

conditions,

the

Fund

invests

primarily

to

predominantly

in

equity

securities

of

U.S.

and

foreign

companies

that

we

believe

are

available

at

market

prices

less

than

their

fundamental

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

and

participations

in

foreign

government

debt.

The

Geographic

Composition

table

on

this

page

lists

the

leading

countries

where

the

Fund

invests.

Performance

Overview

The

Fund’s

Class

Z

shares

posted

a

+7.59%

cumulative

total

return

for

the

six

months

ended

June

30,

2023.

In

comparison,

the

Fund’s

benchmark,

the

MSCI

World

Value

Index-NR

(USD),

which

measures

the

performance

of

stocks

exhibiting

overall

value

style

characteristics

in

global

developed

markets,

posted

a

+3.98%

cumulative

total

return.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

4

.

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

.

Geographic

Composition

6/30/23

%

of

Total

Net

Assets

United

States

60.6%

United

Kingdom

10.0%

Switzerland

6.7%

France

5.7%

Netherlands

3.4%

Germany

3.1%

Singapore

2.9%

Australia

2.3%

Japan

2.0%

Other

*

0.0%

Short-Term

Investments

&

Other

Net

Assets

3.3%

Top

10

Industries

6/30/23

%

of

Total

Net

Assets

a

Pharmaceuticals

11.5%

Banks

9.8%

Textiles,

Apparel

&

Luxury

Goods

5.2%

Health

Care

Equipment

&

Supplies

4.0%

Oil,

Gas

&

Consumable

Fuels

3.7%

Beverages

3.4%

Household

Products

3.3%

Capital

Markets

3.3%

Media

3.2%

Diversified

Telecommunication

Services

3.1%

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

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

37

.

*Rounds

to

less

than

0.1%

Franklin

Mutual

Beacon

Fund

3

franklintempleton.com

Semiannual

Report

Thank

you

for

your

participation

in

Franklin

Mutual

Beacon

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Christian

Correa,

CFA

Mandana

Hormozi

Aman

Gupta,

CFA

Portfolio

Management

Team

Top

10

Holdings

6/30/23

Company

Industry,

Country

%

of

Total

Net

Assets

a

a

JPMorgan

Chase

&

Co.

4.2%

Banks,

United

States

Medtronic

plc

4.0%

Health

Care

Equipment

&

Supplies,

United

States

BP

plc

3.7%

Oil,

Gas

&

Consumable

Fuels,

United

Kingdom

Novartis

AG

3.6%

Pharmaceuticals,

Switzerland

Heineken

NV

3.4%

Beverages,

Netherlands

Reckitt

Benckiser

Group

plc

3.3%

Household

Products,

United

Kingdom

BlackRock,

Inc.

3.3%

Capital

Markets,

United

States

Charter

Communications,

Inc.

3.2%

Media,

United

States

Deutsche

Telekom

AG

3.1%

Diversified

Telecommunication

Services,

Germany

Hartford

Financial

Services

Group,

Inc.

(The)

3.1%

Insurance,

United

States

CFA

®

is

a

trademark

owned

by

CFA

Institute.

Performance

Summary

as

of

June

30,

2023

Franklin

Mutual

Beacon

Fund

4

franklintempleton.com

Semiannual

Report

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

/30/23

1

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

.

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

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Z

6-Month

+7.59%

+7.59%

1-Year

+9.97%

+9.97%

5-Year

+34.85%

+6.16%

10-Year

+105.19%

+7.45%

A

4

6-Month

+7.40%

+1.46%

1-Year

+9.60%

+3.59%

5-Year

+33.10%

+4.69%

10-Year

+99.88%

+6.57%

See

page

5

for

Performance

Summary

footnotes.

Franklin

Mutual

Beacon

Fund

Performance

Summary

5

franklintempleton.com

Semiannual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

To

the

extent

the

portfolio

invests

in

a

concentration

of

certain

securities,

regions

or

industries,

it

is

subject

to

increased

vola-

tility.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

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.

Low-rated,

high-yield

bonds

are

subject

to

greater

price

volatility,

illiquidity

and

possibility

of

default.

The

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

consid-

erations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

These

and

other

risks

are

discussed

in

the

Fund’s

prospectus.

1.

The

total

annual

operating

expenses

are

as

of

the

Fund’s

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

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.

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.

Total

Annual

Operating

Expenses

5

Share

Class

Z

0.77%

A

1.02%

Your

Fund’s

Expenses

Franklin

Mutual

Beacon

Fund

6

franklintempleton.com

Semiannual

Report

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.

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

181/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements,

for

Class

R6.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

1/1/23

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period

1/1/23–6/30/23

1,2

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period

1/1/23–6/30/23

1,2

a

Net

Annualized

Expense

Ratio

2

Z

$1,000

$1,075.90

$3.96

$1,020.98

$3.86

0.77%

A

$1,000

$1,074.00

$5.24

$1,019.74

$5.11

1.02%

C

$1,000

$1,069.80

$9.08

$1,016.02

$8.84

1.77%

R

$1,000

$1,073.00

$6.52

$1,018.50

$6.35

1.27%

R6

$1,000

$1,075.90

$3.67

$1,021.26

$3.57

0.71%

7

franklintempleton.com

Semiannual

Report

Franklin

Mutual

Financial

Services

Fund

This

semiannual

report

for

Franklin

Mutual

Financial

Services

Fund

covers

the

period

ended

June

30,

2023

.

Fund

Overview

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

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

fundamental

value.

The

Fund

invests

primarily

in

undervalued

equity

securities,

mainly

common

stocks

with

a

substantial

focus

on

mid-

and

large

cap

companies

and

may

invest

a

significant

portion

of

its

equity

portfolio

in

small-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

table

on

this

page

lists

the

leading

countries

where

the

Fund

invests.

Performance

Overview

The

Fund’s

Class

Z

shares

posted

a

-2.99%

cumulative

total

return

for

the

six

months

ended

June

30,

2023.

For

comparison,

the

Fund’s

primary

benchmark,

the

MSCI

World

Financials

Index-NR

(USD),

which

captures

large-

and

mid-cap

financials

sector

representation

across

developed

market

countries,

posted

a

+3.32%

cumulative

total

return.

1

Also

for

comparison,

the

Standard

&

Poor’s

®

500

(S&P

500

®

)

Financials

Index,

which

consists

of

all

financial

stocks

in

the

S&P

500

®

,

posted

a

-0.53%

cumulative

total

return.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

9

.

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.

Geographic

Composition

6/30/23

%

of

Total

Net

Assets

United

States

58.8%

Netherlands

10.6%

Ireland

5.7%

Jordan

3.6%

Italy

3.2%

France

2.9%

Germany

2.7%

Spain

1.9%

China

1.6%

United

Kingdom

1.5%

Austria

1.1%

Singapore

1.0%

Short-Term

Investments

&

Other

Net

Assets

5.4%

Portfolio

Composition

6/30/23

%

of

Total

Net

Assets

Banks

34.1%

Insurance

29.2%

Financial

Services

10.4%

Capital

Markets

5.3%

Real

Estate

Management

&

Development

3.3%

Consumer

Finance

3.3%

Household

Durables

3.2%

Trading

Companies

&

Distributors

2.5%

Professional

Services

1.9%

Office

REITs

1.4%

Short-Term

Investments

&

Other

Net

Assets

5.4%

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.

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

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

44

.

Franklin

Mutual

Financial

Services

Fund

8

franklintempleton.com

Semiannual

Report

Thank

you

for

your

participation

in

Franklin

Mutual

Financial

Services

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Andrew

Dinnhaupt,

CFA

Luis

Hernandez

Portfolio

Managers

Top

10

Holdings

6/30/23

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

Voya

Financial,

Inc.

4.8%

Financial

Services,

United

States

Everest

Re

Group

Ltd.

4.5%

Insurance,

United

States

ASR

Nederland

NV

4.2%

Insurance,

Netherlands

Hartford

Financial

Services

Group,

Inc.

(The)

4.1%

Insurance,

United

States

JPMorgan

Chase

&

Co.

4.0%

Banks,

United

States

International

General

Insurance

Holdings

Ltd.

3.6%

Insurance,

Jordan

NN

Group

NV

3.4%

Insurance,

Netherlands

Capital

One

Financial

Corp.

3.3%

Consumer

Finance,

United

States

Cairn

Homes

plc

3.3%

Household

Durables,

Ireland

UniCredit

SpA

3.2%

Banks,

Italy

Performance

Summary

as

of

June

30,

2023

Franklin

Mutual

Financial

Services

Fund

9

franklintempleton.com

Semiannual

Report

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

/3

0

/2

3

1

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

.

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

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Z

6-Month

-2.99%

-2.99%

1-Year

+6.07%

+6.07%

5-Year

+11.57%

+2.21%

10-Year

+84.94%

+6.34%

A

4

6-Month

-3.11%

-8.46%

1-Year

+5.83%

-0.01%

5-Year

+10.22%

+0.82%

10-Year

+80.23%

+5.47%

See

page

10

for

Performance

Summary

footnotes.

Franklin

Mutual

Financial

Services

Fund

Performance

Summary

10

franklintempleton.com

Semiannual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

To

the

extent

the

portfolio

invests

in

a

concentration

of

certain

securities,

regions

or

industries,

it

is

subject

to

increased

volatility.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

The

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

considerations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

These

and

other

risks

are

discussed

in

the

Fund’s

prospectus.

1.

The

total

annual

operating

expenses

are

as

of

the

Fund's

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

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.

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.

Total

Annual

Operating

Expenses

5

Share

Class

Z

1.06%

A

1.31%

Your

Fund’s

Expenses

Franklin

Mutual

Financial

Services

Fund

11

franklintempleton.com

Semiannual

Report

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.

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

181/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

1/1/23

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period

1/1/23–6/30/23

1,2

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period

1/1/23–6/30/23

1,2

a

Net

Annualized

Expense

Ratio

2

Z

$1,000

$970.10

$5.19

$1,019.53

$5.32

1.06%

A

$1,000

$968.90

$6.40

$1,018.29

$6.56

1.31%

C

$1,000

$965.40

$10.04

$1,014.58

$10.29

2.06%

R6

$1,000

$970.70

$4.87

$1,019.86

$4.99

1.00%

12

franklintempleton.com

Semiannual

Report

Franklin

Mutual

Global

Discovery

Fund

This

semiannual

report

for

Franklin

Mutual

Global

Discovery

Fund

covers

the

period

ended

June

30,

2023.

Fund

Overview

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

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

fundamental

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

and

participations

in

foreign

government

debt.

The

Geographic

Composition

table

on

this

page

lists

the

leading

countries

where

the

Fund

invests.

Performance

Overview

The

Fund’s

Class

Z

shares

posted

a

+11.08%

cumulative

total

return

for

the

six

months

ended

June

30,

2023.

In

comparison,

the

Fund’s

benchmark,

the

MSCI

World

Value

Index-NR

(USD),

which

measures

the

performance

of

stocks

exhibiting

overall

value

style

characteristics

in

global

developed

markets,

posted

a

+3.98%

cumulative

total

return.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

14

.

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

.

Geographic

Composition

6/30/23

%

of

Total

Net

Assets

United

States

54.1%

Germany

8.2%

France

7.3%

Japan

6.7%

United

Kingdom

5.6%

Netherlands

3.8%

Switzerland

2.6%

Israel

2.4%

Ireland

2.1%

South

Korea

1.8%

Singapore

1.7%

Australia

1.5%

Other

*

0.0%

Short-Term

Investments

&

Other

Net

Assets

2.2%

Top

10

Industries

6/30/23

%

of

Total

Net

Assets

a

Pharmaceuticals

7.8%

Health

Care

Providers

&

Services

7.3%

Oil,

Gas

&

Consumable

Fuels

5.8%

Banks

5.6%

Financial

Services

5.5%

Insurance

5.4%

Food

Products

3.7%

Entertainment

3.5%

Trading

Companies

&

Distributors

3.3%

Semiconductors

&

Semiconductor

Equipment

2.7%

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

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

52

.

*Rounds

to

less

than

0.1%.

Franklin

Mutual

Global

Discovery

Fund

13

franklintempleton.com

Semiannual

Report

Thank

you

for

your

participation

in

Franklin

Mutual

Global

Discovery

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Christian

Correa,

CFA

Katrina

Dudley,

CFA

Timothy

Rankin,

CFA

Portfolio

Management

Team

Top

10

Holdings

6/30/23

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

Novartis

AG

2.6%

Pharmaceuticals,

Switzerland

Deutsche

Telekom

AG

2.6%

Diversified

Telecommunication

Services,

Germany

Medtronic

plc

2.2%

Health

Care

Equipment

&

Supplies,

United

States

Capital

One

Financial

Corp.

2.2%

Consumer

Finance,

United

States

Covestro

AG

2.2%

Chemicals,

Germany

BP

plc

2.1%

Oil,

Gas

&

Consumable

Fuels,

United

Kingdom

Charter

Communications,

Inc.

2.1%

Media,

United

States

JPMorgan

Chase

&

Co.

2.1%

Banks,

United

States

AerCap

Holdings

NV

2.1%

Trading

Companies

&

Distributors,

Ireland

General

Motors

Co.

2.1%

Automobiles,

United

States

Performance

Summary

as

of

June

30,

2023

Franklin

Mutual

Global

Discovery

Fund

14

franklintempleton.com

Semiannual

Report

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

6/30/23

1

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.

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

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Z

6-Month

+11.08%

4

+11.08%

4

1-Year

+16.89%

+16.89%

5-Year

+36.74%

+6.46%

10-Year

+93.39%

+6.82%

A

5

6-Month

+10.93%

4

+4.83%

1-Year

+16.60%

+10.19%

5-Year

+35.05%

+5.00%

10-Year

+88.42%

+5.94%

See

page

15

for

Performance

Summary

footnotes.

Franklin

Mutual

Global

Discovery

Fund

Performance

Summary

15

franklintempleton.com

Semiannual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

To

the

extent

the

portfolio

invests

in

a

concentration

of

certain

securities,

regions

or

industries,

it

is

subject

to

increased

vola-

tility.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

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.

Low-rated,

high-yield

bonds

are

subject

to

greater

price

volatility,

illiquidity

and

possibility

of

default.

The

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

consid-

erations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

These

and

other

risks

are

discussed

in

the

Fund's

prospectus.

1.

Gross

expenses

are

the

Fund’s

total

annual

operating

expenses

as

of

the

Fund's

prospectus

available

at

the

time

of

publication.

Net

expenses

are

capped

under

a

contractual

agreement,

which

cannot

be

terminated

prior

to

4/30/24

without

Board

consent.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

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.

4.

Total

return

information

is

based

on

net

asset

values

calculated

for

shareholder

transactions.

Certain

adjustments

were

made

to

the

net

assets

of

the

Fund

at

12/31/22

for

financial

reporting

purposes.

Accordingly,

adjusted

total

returns

have

been

disclosed

in

the

Financial

Highlights

and

differ

from

those

reported

here.

5.

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%.

6.

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.

Total

Annual

Operating

Expenses

6

Share

Class

Z

0.95%

A

1.20%

Your

Fund’s

Expenses

Franklin

Mutual

Global

Discovery

Fund

16

franklintempleton.com

Semiannual

Report

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.

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

181/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

1/1/23

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period

1/1/23–6/30/23

1,2

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period

1/1/23–6/30/23

1,2

a

Net

Annualized

Expense

Ratio

2

Z

$1,000

$1,110.80

$5.08

$1,019.99

$4.86

0.97%

A

$1,000

$1,109.30

$6.38

$1,018.75

$6.11

1.22%

C

$1,000

$1,105.30

$10.28

$1,015.03

$9.84

1.97%

R

$1,000

$1,108.50

$7.68

$1,017.51

$7.35

1.47%

R6

$1,000

$1,111.20

$4.66

$1,020.38

$4.46

0.89%

17

franklintempleton.com

Semiannual

Report

Franklin

Mutual

International

Value

Fund

Formerly,

Franklin

Mutual

European

Fund

This

semiannual

report

for

Franklin

Mutual

International

Value

Fund

covers

the

period

ended

June

30,

2023.

Effective

May

1,

2023,

Franklin

Mutual

European

Fund

changed

its

name

to

Franklin

Mutual

International

Value

Fund.

The

Fund

also

changed

its

primary

benchmark,

investment

strategy,

and

lowered

its

management

fee

and

expenses.

Fund

Overview

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

capital

appreciation,

which

may

occasionally

be

short

term.

Its

secondary

goal

is

income.

The

Fund

normally

invests

at

least

80%

of

its

net

assets

in

securities

of

issuers

outside

the

United

States,

which

we

believe

are

available

at

market

prices

less

than

their

fundamental

value.

The

Fund

invests

the

equity

portion

of

its

portfolio

primarily

to

predominantly

in

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

also

may

invest

up

to

25%

of

its

total

assets

in

securities

from

emerging

markets.

The

Geographic

Composition

table

on

this

page

lists

the

leading

countries

where

the

Fund

invests.

Performance

Overview

The

Fund’s

Class

Z

shares

posted

a

+10.56%

cumulative

total

return

for

the

six

months

ended

June

30,

2023.

For

comparison,

the

Fund’s

new

primary

benchmark,

the

MSCI

EAFE

Value

Index-NR

(Unhedged),

which

measures

the

performance

of

large

and

mid-cap

stocks

exhibiting

overall

value

style

characteristics

across

developed

market

countries

around

the

world,

excluding

the

U.S.

and

Canada,

posted

a

+9.28%

cumulative

total

return,

1

while

its

old

primary

benchmark,

the

MSCI

Europe

Value

Index-NR

(Local

Currency),

which

measures

the

performance

of

stocks

exhibiting

overall

value

style

characteristics

in

European

developed

markets,

posted

a

+7.27%

cumulative

total

return.

2

The

Fund’s

secondary

benchmark,

the

MSCI

Europe

Value

Index-NR

(USD),

posted

a

+10.33%

cumulative

total

return.

2

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

19

.

Geographic

Composition

6/30/23

%

of

Total

Net

Assets

Japan

18.5%

Germany

15.1%

Netherlands

14.2%

France

11.6%

United

Kingdom

8.2%

Switzerland

4.1%

United

States

3.9%

Italy

3.8%

South

Korea

3.3%

Singapore

3.3%

Australia

3.0%

Ireland

2.1%

Israel

2.0%

Canada

1.6%

China

1.5%

Belgium

1.1%

Short-Term

Investments

&

Other

Net

Assets

2.7%

1.

Source:

FactSet.

2.

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.

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

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

62

.

Franklin

Mutual

International

Value

Fund

18

franklintempleton.com

Semiannual

Report

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.

Effective

May

1,

2023,

Timothy

Rankin

was

added

as

a

Portfolio

Manager

of

the

Fund.

Thank

you

for

your

participation

in

Franklin

Mutual

International

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Mandana

Hormozi

Co-Lead

Portfolio

Manager

Todd

Ostrow

Co-Lead

Portfolio

Manager

Katrina

Dudley,

CFA

Timothy

Rankin,

CFA

Portfolio

Managers

Top

10

Industries

6/30/23

%

of

Total

Net

Assets

a

Banks

11.5%

Oil,

Gas

&

Consumable

Fuels

8.2%

Diversified

Telecommunication

Services

6.7%

Insurance

5.1%

Pharmaceuticals

4.9%

Automobile

Components

4.4%

Aerospace

&

Defense

4.4%

Beverages

3.5%

Technology

Hardware,

Storage

&

Peripherals

3.3%

Metals

&

Mining

3.0%

Top

10

Holdings

6/30/23

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

Shell

plc

3.6%

Oil,

Gas

&

Consumable

Fuels,

Netherlands

Denso

Corp.

3.5%

Automobile

Components,

Japan

Samsung

Electronics

Co.

Ltd.

3.3%

Technology

Hardware,

Storage

&

Peripherals,

South

Korea

DBS

Group

Holdings

Ltd.

3.3%

Banks,

Singapore

BNP

Paribas

SA

3.2%

Banks,

France

Rio

Tinto

plc

3.0%

Metals

&

Mining,

Australia

BP

plc

3.0%

Oil,

Gas

&

Consumable

Fuels,

United

Kingdom

Covestro

AG

2.9%

Chemicals,

Germany

NN

Group

NV

2.8%

Insurance,

Netherlands

UniCredit

SpA

2.6%

Banks,

Italy

Performance

Summary

as

of

June

30,

2023

Franklin

Mutual

International

Value

Fund

19

franklintempleton.com

Semiannual

Report

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

/3

0

/23

1

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

.

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

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Z

6-Month

+10.56%

4

+10.56%

4

1-Year

+19.54%

+19.54%

5-Year

+32.56%

+5.80%

10-Year

+69.97%

+5.45%

A

5

6-Month

+10.41%

4

+4.36%

1-Year

+19.22%

+12.68%

5-Year

+30.90%

+4.35%

10-Year

+65.56%

+4.58%

See

page

20

for

Performance

Summary

footnotes.

Franklin

Mutual

International

Value

Fund

Performance

Summary

20

franklintempleton.com

Semiannual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

To

the

extent

the

Fund

invests

in

companies

in

a

specific

country

or

region,

the

Fund

may

experience

greater

volatility

than

a

fund

that

is

more

broadly

diversified

geographically.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

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

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

considerations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

These

and

other

risks

are

discussed

in

the

Fund’s

prospectus.

1.

Gross

expenses

are

the

Fund’s

total

annual

operating

expenses

as

of

the

Fund's

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

Net

expenses

reflect

contractual

fee

waivers,

expense

caps

and/or

reimbursements,

which

cannot

be

terminated

prior

to

4/30/24

without

Board

consent.

Additional

amounts

may

be

voluntarily

waived

and/or

reimbursed

and

may

be

modified

or

discontinued

at

any

time

without

notice.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

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.

4.

Total

return

information

is

based

on

net

asset

values

calculated

for

shareholder

transactions.

Certain

adjustments

were

made

to

the

net

assets

of

the

Fund

at

12/31/22

for

financial

reporting

purposes.

Accordingly,

adjusted

total

returns

have

been

disclosed

in

the

Financial

Highlights

and

differ

from

those

reported

here.

5.

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%.

6.

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.

Total

Annual

Operating

Expenses

6

Share

Class

With

Fee

Waiver

Without

Fee

Waiver

Z

0.95%

1.00%

A

1.20%

1.25%

Your

Fund’s

Expenses

Franklin

Mutual

International

Value

Fund

21

franklintempleton.com

Semiannual

Report

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.

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

181/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

3.

Effective

May

1,

2023,

the

expense

waivers

for

Classes

Z,

A,

C,

R

and

R6

changed

and

the

new

annualized

net

expense

ratios

for

each

class

were:

Class

Z

0.95%,

Class

A

1.20%,

Class

C

1.95%,

Class

R

1.45%

and

Class

R6

0.91%.

Had

such

expense

waivers

been

in

effect

for

the

full

period,

the

Actual

expenses

paid

for

each

class

would

have

been:

Z

$4.96,

A

$6.26,

C

$10.15,

R

$7.56

and

R6

$4.75,

and

the

Hypothetical

expenses

paid

for

each

share

class

would

have

been:

Z

$4.76,

A

$6.01,

C

$9.74,

R

$7.25

and

R6

$4.56.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

1/1/23

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period

1/1/23–6/30/23

1,2,3

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period

1/1/23–6/30/23

1,2,3

a

Net

Annualized

Expense

Ratio

2,3

Z

$1,000

$1,105.60

$5.24

$1,019.82

$5.02

1.00%

A

$1,000

$1,104.10

$6.54

$1,018.58

$6.27

1.25%

C

$1,000

$1,100.10

$10.43

$1,014.86

$10.01

2.00%

R

$1,000

$1,102.70

$7.83

$1,017.34

$7.52

1.50%

R6

$1,000

$1,105.70

$4.89

$1,020.16

$4.69

0.94%

22

franklintempleton.com

Semiannual

Report

Franklin

Mutual

Quest

Fund

This

semiannual

report

for

Franklin

Mutual

Quest

Fund

covers

the

period

ended

June

30,

2023

.

Fund

Overview

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

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

fundamental

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

and

participations

in

foreign

government

debt.

The

Geographic

Composition

table

on

this

page

lists

the

leading

countries

where

the

Fund

invests.

Performance

Overview

The

Fund’s

Class

Z

shares

posted

a

+0.93%

cumulative

total

return

for

the

six

months

ended

June

30,

2023.

In

comparison,

the

Fund’s

primary

benchmark,

the

blended

70%

MSCI

World

Value

Index-NR

(USD)

+

30%

Bloomberg

U.S.

Corporate

High

Yield

Index

(Blended

Benchmark),

posted

a

+4.43%

cumulative

total

return.

1

Also

for

comparison,

the

Fund’s

secondary

benchmark,

the

MSCI

World

Value

Index-NR

(USD),

which

is

designed

to

measure

the

performance

of

stocks

exhibiting

overall

value

style

characteristics

in

global

developed

markets,

posted

a

+3.98%

cumulative

total

return.

2

Additionally,

the

Fund’s

third

benchmark,

the

Bloomberg

U.S.

Corporate

High

Yield

Index,

which

measures

the

performance

of

the

U.S.

dollar-

denominated,

high-yield,

fixed-rate

corporate

bond

market,

defined

as

the

middle

or

lower

ratings

of

Moody’s,

Standard

&

Poor’s

and

Fitch

(Ba1/BB+/BB+

or

below),

posted

a

+5.38%

cumulative

total

return.

2

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

24

.

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

.

Geographic

Composition

6/30/23

%

of

Total

Net

Assets

United

States

63.4%

United

Kingdom

5.6%

Netherlands

4.1%

Germany

3.0%

Israel

2.4%

Switzerland

1.4%

China

1.2%

Australia

1.1%

Japan

1.1%

Canada

1.0%

Other

0.6%

Short-Term

Investments

&

Other

Net

Assets

15.1%

Top

10

Industries

6/30/23

%

of

Total

Net

Assets

a

Insurance

8.5%

Pharmaceuticals

8.0%

Software

7.0%

Health

Care

Providers

&

Services

6.8%

Media

5.6%

Oil,

Gas

&

Consumable

Fuels

5.0%

Communications

Equipment

4.8%

Entertainment

3.7%

Financial

Services

3.6%

Tobacco

2.9%

1.

Source:

FactSet.

The

Blended

Benchmark

was

calculated

internally.

2.

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.

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

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

71

.

Franklin

Mutual

Quest

Fund

23

franklintempleton.com

Semiannual

Report

Thank

you

for

your

participation

in

Franklin

Mutual

Quest

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Keith

Luh,

CFA

Andrew

Dinnhaupt,

CFA

Portfolio

Managers

Top

10

Holdings

6/30/23

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

Sorenson

Communications

LLC

4.1%

Communications

Equipment,

United

States

British

American

Tobacco

plc

2.9%

Tobacco,

United

Kingdom

Horizon

Therapeutics

plc

2.6%

Biotechnology,

United

States

Veritas

US,

Inc.

/

Veritas

Bermuda

Ltd.

2.5%

Software,

United

States

Elevance

Health,

Inc.

2.5%

Health

Care

Providers

&

Services,

United

States

Bausch

Health

Cos.,

Inc.

2.4%

Pharmaceuticals,

United

States

Activision

Blizzard,

Inc.

2.4%

Entertainment,

United

States

Staples,

Inc.

2.3%

Specialty

Retail,

United

States

Charter

Communications,

Inc.

2.2%

Media,

United

States

Check

Point

Software

Technologies

Ltd.

1.9%

Software,

Israel

Performance

Summary

as

of

June

30,

2023

Franklin

Mutual

Quest

Fund

24

franklintempleton.com

Semiannual

Report

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

/3

0

/2

3

1

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

.

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

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Z

6-Month

+0.93%

+0.93%

1-Year

+2.05%

+2.05%

5-Year

+4.25%

+0.84%

10-Year

+47.37%

+3.95%

A

4

6-Month

+0.86%

-4.67%

1-Year

+1.81%

-3.78%

5-Year

+2.99%

-0.54%

10-Year

+43.62%

+3.10%

See

page

25

for

Performance

Summary

footnotes.

Franklin

Mutual

Quest

Fund

Performance

Summary

25

franklintempleton.com

Semiannual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

To

the

extent

the

Fund

invests

in

companies

in

a

specific

country

or

region,

the

Fund

may

experience

greater

volatility

than

a

fund

that

is

more

broadly

diversified

geographically.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

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.

Low-rated,

high-yield

bonds

are

subject

to

greater

price

volatility,

illiquidity

and

possibility

of

default.

The

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

considerations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

These

and

other

risks

are

discussed

in

the

Fund’s

prospectus.

1.

The

total

annual

operating

expenses

are

as

of

the

Fund's

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

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.

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.

Total

Annual

Operating

Expenses

5

Share

Class

Z

0.78%

A

1.03%

Your

Fund’s

Expenses

Franklin

Mutual

Quest

Fund

26

franklintempleton.com

Semiannual

Report

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.

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

181/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Does

not

include

acquired

fund

fees

and

expenses.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

1/1/23

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period

1/1/23–6/30/23

1,2

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period

1/1/23–6/30/23

1,2

a

Net

Annualized

Expense

Ratio

2

Z

$1,000

$1,009.30

$4.12

$1,020.70

$4.14

0.83%

A

$1,000

$1,008.60

$5.36

$1,019.46

$5.39

1.08%

C

$1,000

$1,004.70

$9.07

$1,015.74

$9.12

1.83%

R

$1,000

$1,007.20

$6.60

$1,018.22

$6.64

1.33%

R6

$1,000

$1,010.00

$3.88

$1,020.93

$3.90

0.78%

27

franklintempleton.com

Semiannual

Report

Franklin

Mutual

Shares

Fund

This

semiannual

report

for

Franklin

Mutual

Shares

Fund

covers

the

period

ended

June

30

,

2023

.

Fund

Overview

Your

Fund’s

Goal

and

Main

Investments

The

Fund

seeks

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

fundamental

value.

The

equity

securities

in

which

the

Fund

invests

are

primarily

common

stock,

with

a

current

focus

on

mid-

and

large-cap

companies,

and

the

remaining

portion

in

smaller

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

up

to

35%

of

its

assets

in

foreign

securities

and

participations

in

foreign

government

debt.

The

Geographic

Composition

table

on

this

page

lists

the

leading

countries

where

the

Fund

invests.

Performance

Overview

The

Fund’s

Class

Z

shares

posted

a

+5.47%

cumulative

total

return

for

the

six

months

ended

June

30,

2023.

For

comparison,

the

Fund’s

benchmark,

the

Russell

1000

®

Value

Index,

which

measures

the

performance

of

the

large-

cap

value

segment

of

the

U.S.

equity

universe,

posted

a

+5.12%

cumulative

total

return

for

the

period

under

review.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

29

.

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

.

Geographic

Composition

*

6/30/23

%

of

Total

Net

Assets

United

States

89.4%

United

Kingdom

3.8%

Switzerland

2.3%

Other

†,‡

0.0%

Short-Term

Investments

&

Other

Net

Assets

4.5%

*

The

Fund

held

6.1%

of

total

net

assets

in

foreign

securities.

†

Rounds

to

less

than

0.1%.

‡

Includes

financial

instruments

determined

to

have

no

value.

Top

10

Industries

6/30/23

%

of

Total

Net

Assets

a

Pharmaceuticals

7.8%

Financial

Services

6.5%

Oil,

Gas

&

Consumable

Fuels

5.9%

Software

5.6%

Health

Care

Providers

&

Services

5.4%

Banks

5.0%

Entertainment

4.1%

Professional

Services

4.1%

Media

3.9%

Insurance

3.4%

Top

10

Holdings

6/30/23

Company

Industry

,

Country

%

of

Total

Net

Assets

a

a

JPMorgan

Chase

&

Co.

3.0%

Banks,

United

States

Fiserv,

Inc.

2.8%

Financial

Services,

United

States

Meta

Platforms,

Inc.

2.5%

Interactive

Media

&

Services,

United

States

CBRE

Group,

Inc.

2.5%

Real

Estate

Management

&

Development,

United

States

Schlumberger

NV

2.3%

Energy

Equipment

&

Services,

United

States

Novartis

AG

2.3%

Pharmaceuticals,

Switzerland

Tapestry,

Inc.

2.3%

Textiles,

Apparel

&

Luxury

Goods,

United

States

Flex

Ltd.

2.3%

Electronic

Equipment,

Instruments

&

Components,

United

States

Medtronic

plc

2.2%

Health

Care

Equipment

&

Supplies,

United

States

Kraft

Heinz

Co.

(The)

2.2%

Food

Products,

United

States

1.

Source:

Morningstar.

Frank

Russell

Company

is

the

source

and

owner

of

the

trademarks,

service

marks

and

copyrights

related

to

the

Russell

Indexes.

Russell

®

is

a

trademark

of

Frank

Russell

Company.

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

Schedule

of

Investments

(SOI).

The

SOI

begins

on

page

84

.

Franklin

Mutual

Shares

Fund

28

franklintempleton.com

Semiannual

Report

Effective

December

31,

2022,

Debbie

A.

Turner

stepped

off

the

Fund

as

Assistant

Portfolio

Manager.

Thank

you

for

your

participation

in

Franklin

Mutual

Shares

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Christian

Correa,

CFA

Grace

Hoefig

Portfolio

Managers

Performance

Summary

as

of

June

30,

2023

Franklin

Mutual

Shares

Fund

29

franklintempleton.com

Semiannual

Report

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

6/30/23

1

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.

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

.

Share

Class

Cumulative

Total

Return

2

Average

Annual

Total

Return

3

–

Z

6-Month

+5.47%

+5.47%

1-Year

+12.13%

+12.13%

5-Year

+26.50%

+4.81%

10-Year

+85.80%

+6.39%

A

4

6-Month

+5.32%

-0.46%

1-Year

+11.88%

+5.72%

5-Year

+24.92%

+3.38%

10-Year

+81.01%

+5.51%

See

page

30

for

Performance

Summary

footnotes.

Franklin

Mutual

Shares

Fund

Performance

Summary

30

franklintempleton.com

Semiannual

Report

Each

class

of

shares

is

available

to

certain

eligible

investors

and

has

different

annual

fees

and

expenses,

as

described

in

the

prospectus.

Events

such

as

the

spread

of

deadly

diseases,

disasters,

and

financial,

political

or

social

disruptions,

may

heighten

risks

and

adversely

affect

performance.

All

investments

involve

risks,

including

possible

loss

of

principal.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

International

investments

are

subject

to

special

risks,

including

currency

fluctuations

and

social,

economic

and

political

uncertainties,

which

could

increase

volatility.

These

risks

are

magnified

in

emerging

markets.

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.

Low-rated,

high-yield

bonds

are

subject

to

greater

price

volatility,

illiquidity

and

possibility

of

default.

The

manager

may

consider

environmental,

social

and

governance

(ESG)

criteria

in

the

research

or

investment

process;

however,

ESG

considerations

may

not

be

a

determinative

factor

in

security

selection.

In

addition,

the

manager

may

not

assess

every

investment

for

ESG

criteria,

and

not

every

ESG

factor

may

be

identified

or

evaluated.

These

and

other

risks

are

discussed

in

the

Fund’s

prospectus.

1.

The

total

annual

operating

expenses

are

as

of

the

Fund's

prospectus

available

at

the

time

of

publication.

Actual

expenses

may

be

higher

and

may

impact

portfolio

returns.

2.

Cumulative

total

return

represents

the

change

in

value

of

an

investment

over

the

periods

indicated.

3.

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.

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.

Total

Annual

Operating

Expenses

5

Share

Class

Z

0.75%

A

1.00%

Your

Fund’s

Expenses

Franklin

Mutual

Shares

Fund

31

franklintempleton.com

Semiannual

Report

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.

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

181/365

to

reflect

the

one-half

year

period.

2.

Reflects

expenses

after

fee

waivers

and

expense

reimbursements.

Actual

(actual

return

after

expenses)

Hypothetical

(5%

annual

return

before

expenses)

Share

Class

Beginning

Account

Value

1/1/23

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period

1/1/23–6/30/23

1,2

Ending

Account

Value

6/30/23

Expenses

Paid

During

Period

1/1/23–6/30/23

1,2

a

Net

Annualized

Expense

Ratio

2

Z

$1,000

$1,054.70

$3.84

$1,021.06

$3.78

0.75%

A

$1,000

$1,053.20

$5.11

$1,019.82

$5.03

1.00%

C

$1,000

$1,049.20

$8.91

$1,016.10

$8.77

1.75%

R

$1,000

$1,052.10

$6.38

$1,018.58

$6.28

1.25%

R6

$1,000

$1,054.70

$3.60

$1,021.29

$3.54

0.71%

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Beacon

Fund

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

32

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

Z

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$14.37

$17.96

$16.48

$16.40

$13.76

$16.61

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.20

0.28

0.26

0.51

c

0.33

0.29

Net

realized

and

unrealized

gains

(losses)

0.89

(2.45)

2.45

0.12

3.06

(1.68)

Total

from

investment

operations

........

1.09

(2.17)

2.71

0.63

3.39

(1.39)

Less

distributions

from:

Net

investment

income

..............

—

(0.23)

(0.37)

(0.45)

(0.36)

(0.31)

Net

realized

gains

.................

—

(1.19)

(0.86)

(0.10)

(0.39)

(1.15)

Total

distributions

...................

—

(1.42)

(1.23)

(0.55)

(0.75)

(1.46)

Net

asset

value,

end

of

period

..........

$15.46

$14.37

$17.96

$16.48

$16.40

$13.76

Total

return

d

.......................

7.59%

(11.67)%

16.68%

4.08%

24.96%

(8.24)%

Ratios

to

average

net

assets

e

Expenses

f,g

........................

0.77%

0.77%

0.81%

0.82%

0.81%

h

0.80%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

—%

i

0.01%

0.02%

0.02%

0.01%

Net

investment

income

...............

2.65%

1.73%

1.41%

3.56%

c

2.11%

1.77%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$2,069,093

$2,010,947

$2,508,213

$2,320,077

$2,600,744

$2,271,217

Portfolio

turnover

rate

................

23.03%

49.68%

40.89%

42.37%

30.72%

47.20%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.56%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Beacon

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

33

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$14.19

$17.76

$16.30

$16.24

$13.63

$16.47

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.18

0.23

0.21

0.47

c

0.29

0.25

Net

realized

and

unrealized

gains

(losses)

0.87

(2.42)

2.43

0.10

3.03

(1.67)

Total

from

investment

operations

........

1.05

(2.19)

2.64

0.57

3.32

(1.42)

Less

distributions

from:

Net

investment

income

..............

—

(0.19)

(0.32)

(0.41)

(0.32)

(0.27)

Net

realized

gains

.................

—

(1.19)

(0.86)

(0.10)

(0.39)

(1.15)

Total

distributions

...................

—

(1.38)

(1.18)

(0.51)

(0.71)

(1.42)

Net

asset

value,

end

of

period

..........

$15.24

$14.19

$17.76

$16.30

$16.24

$13.63

Total

return

d

.......................

7.40%

(11.91)%

16.46%

3.75%

24.69%

(8.49)%

Ratios

to

average

net

assets

e

Expenses

f

,g

........................

1.02%

1.02%

1.06%

1.07%

1.06%

h

1.05%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

—%

i

0.01%

0.02%

0.02%

0.01%

Net

investment

income

...............

2.40%

1.48%

1.16%

3.32%

c

1.86%

1.52%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$819,489

$798,281

$987,817

$893,378

$1,028,482

$890,294

Portfolio

turnover

rate

................

23.03%

49.68%

40.89%

42.37%

30.72%

47.20%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.28

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.33%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Beacon

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

34

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$14.32

$17.88

$16.37

$16.29

$13.65

$16.34

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.12

0.12

0.08

0.39

c

0.17

0.13

Net

realized

and

unrealized

gains

(losses)

0.88

(2.43)

2.43

0.06

3.04

(1.65)

Total

from

investment

operations

........

1.00

(2.31)

2.51

0.45

3.21

(1.52)

Less

distributions

from:

Net

investment

income

..............

—

(0.06)

(0.14)

(0.27)

(0.18)

(0.02)

Net

realized

gains

.................

—

(1.19)

(0.86)

(0.10)

(0.39)

(1.15)

Total

distributions

...................

—

(1.25)

(1.00)

(0.37)

(0.57)

(1.17)

Net

asset

value,

end

of

period

..........

$15.32

$14.32

$17.88

$16.37

$16.29

$13.65

Total

return

d

.......................

6.98%

(12.55)%

15.55%

2.96%

23.74%

(9.19)%

Ratios

to

average

net

assets

e

Expenses

f

,g

........................

1.77%

1.77%

1.80%

1.82%

1.81%

h

1.80%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

—%

i

0.01%

0.02%

0.02%

0.01%

Net

investment

income

...............

1.62%

0.75%

0.43%

2.75%

c

1.11%

0.77%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$17,746

$18,813

$27,853

$35,273

$52,620

$59,828

Portfolio

turnover

rate

................

23.03%

49.68%

40.89%

42.37%

30.72%

47.20%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.28

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.76%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Beacon

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

35

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$13.97

$17.51

$16.09

$16.03

$13.46

$16.28

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.16

0.19

0.16

0.44

c

0.24

0.20

Net

realized

and

unrealized

gains

(losses)

0.86

(2.38)

2.40

0.09

3.01

(1.64)

Total

from

investment

operations

........

1.02

(2.19)

2.56

0.53

3.25

(1.44)

Less

distributions

from:

Net

investment

income

..............

—

(0.16)

(0.28)

(0.37)

(0.29)

(0.23)

Net

realized

gains

.................

—

(1.19)

(0.86)

(0.10)

(0.39)

(1.15)

Total

distributions

...................

—

(1.35)

(1.14)

(0.47)

(0.68)

(1.38)

Net

asset

value,

end

of

period

..........

$14.99

$13.97

$17.51

$16.09

$16.03

$13.46

Total

return

d

.......................

7.30%

(12.08)%

16.12%

3.49%

24.33%

(8.65)%

Ratios

to

average

net

assets

e

Expenses

f

,g

........................

1.27%

1.27%

1.31%

1.32%

1.31%

h

1.30%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

—%

i

0.01%

0.02%

0.02%

0.01%

Net

investment

income

...............

2.14%

1.22%

0.92%

3.16%

c

1.61%

1.27%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$1,194

$1,329

$1,388

$1,262

$1,769

$1,662

Portfolio

turnover

rate

................

23.03%

49.68%

40.89%

42.37%

30.72%

47.20%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.28

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.17%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Beacon

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

36

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$14.37

$17.96

$16.47

$16.40

$13.75

$16.60

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.20

0.30

0.26

0.53

c

0.34

0.30

Net

realized

and

unrealized

gains

(losses)

0.89

(2.46)

2.47

0.10

3.07

(1.68)

Total

from

investment

operations

........

1.09

(2.16)

2.73

0.63

3.41

(1.38)

Less

distributions

from:

Net

investment

income

..............

—

(0.24)

(0.38)

(0.46)

(0.37)

(0.32)

Net

realized

gains

.................

—

(1.19)

(0.86)

(0.10)

(0.39)

(1.15)

Total

distributions

...................

—

(1.43)

(1.24)

(0.56)

(0.76)

(1.47)

Net

asset

value,

end

of

period

..........

$15.46

$14.37

$17.96

$16.47

$16.40

$13.75

Total

return

d

.......................

7.59%

(11.61)%

16.83%

4.08%

25.13%

(8.18)%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

f

..........................

0.73%

0.71%

0.77%

0.78%

0.76%

0.75%

Expenses

net

of

waiver

and

payments

by

affiliates

f,g

.........................

0.71%

0.70%

0.75%

0.75%

0.74%

0.73%

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

—%

h

0.01%

0.02%

0.02%

0.01%

Net

investment

income

...............

2.61%

1.83%

1.39%

3.67%

c

2.18%

1.84%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$90,567

$101,313

$151,226

$70,839

$90,220

$79,358

Portfolio

turnover

rate

................

23.03%

49.68%

40.89%

42.37%

30.72%

47.20%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.68%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited),

June

30,

2023

Franklin

Mutual

Beacon

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

37

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

96.7%

Aerospace

&

Defense

3.1%

Airbus

SE

...........................................

France

635,949

$

91,955,038

Air

Freight

&

Logistics

2.2%

United

Parcel

Service,

Inc.,

B

............................

United

States

367,543

65,882,083

Automobile

Components

0.0%

†

a,b,c

International

Automotive

Components

Group

Brazil

LLC

........

Brazil

2,846,329

90,775

Banks

9.8%

BNP

Paribas

SA

......................................

France

1,247,577

78,736,753

DBS

Group

Holdings

Ltd.

...............................

Singapore

3,781,657

88,315,478

JPMorgan

Chase

&

Co.

.................................

United

States

871,018

126,680,858

293,733,089

Beverages

3.4%

Heineken

NV

........................................

Netherlands

976,984

100,478,928

Building

Products

3.0%

Johnson

Controls

International

plc

.........................

United

States

1,316,811

89,727,502

Capital

Markets

3.3%

BlackRock,

Inc.

.......................................

United

States

140,708

97,248,927

Consumer

Staples

Distribution

&

Retail

2.0%

Seven

&

i

Holdings

Co.

Ltd.

..............................

Japan

1,394,536

60,255,320

Containers

&

Packaging

2.2%

International

Paper

Co.

.................................

United

States

2,107,492

67,039,321

Diversified

Telecommunication

Services

3.1%

Deutsche

Telekom

AG

..................................

Germany

4,316,623

94,190,940

Energy

Equipment

&

Services

2.3%

Schlumberger

NV

.....................................

United

States

1,427,510

70,119,291

Entertainment

2.0%

b

Activision

Blizzard,

Inc.

.................................

United

States

700,303

59,035,543

Financial

Services

2.8%

Global

Payments,

Inc.

..................................

United

States

848,564

83,600,525

Health

Care

Equipment

&

Supplies

4.0%

Medtronic

plc

........................................

United

States

1,354,332

119,316,649

Health

Care

Providers

&

Services

2.3%

Elevance

Health,

Inc.

..................................

United

States

154,910

68,824,964

Household

Products

3.3%

Reckitt

Benckiser

Group

plc

.............................

United

Kingdom

1,330,606

99,996,193

Insurance

3.1%

Hartford

Financial

Services

Group,

Inc.

(The)

................

United

States

1,293,495

93,157,510

Interactive

Media

&

Services

2.9%

b

Meta

Platforms,

Inc.,

A

.................................

United

States

307,091

88,128,975

Machinery

3.1%

Parker-Hannifin

Corp.

..................................

United

States

235,646

91,911,366

Media

3.2%

b

Charter

Communications,

Inc.,

A

..........................

United

States

264,440

97,147,323

Metals

&

Mining

2.3%

Rio

Tinto

plc

.........................................

Australia

1,104,246

70,174,508

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Beacon

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

38

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Oil,

Gas

&

Consumable

Fuels

3.7%

BP

plc

..............................................

United

Kingdom

18,946,438

$

110,313,321

Personal

Care

Products

3.0%

Haleon

plc

..........................................

United

States

22,026,752

90,408,133

Pharmaceuticals

11.5%

Eli

Lilly

&

Co.

........................................

United

States

145,255

68,121,690

GSK

plc

............................................

United

States

5,236,438

92,803,097

Merck

&

Co.,

Inc.

.....................................

United

States

637,237

73,530,777

Novartis

AG,

ADR

.....................................

Switzerland

1,076,476

108,627,193

343,082,757

Retail

REITs

2.2%

Brixmor

Property

Group,

Inc.

.............................

United

States

3,003,199

66,070,378

Software

1.9%

Gen

Digital,

Inc.

......................................

United

States

3,047,595

56,532,887

Textiles,

Apparel

&

Luxury

Goods

5.2%

Cie

Financiere

Richemont

SA

............................

Switzerland

546,897

92,905,495

Tapestry,

Inc.

........................................

United

States

1,456,949

62,357,417

155,262,912

Tobacco

2.9%

British

American

Tobacco

plc

.............................

United

Kingdom

2,650,689

88,070,323

Trading

Companies

&

Distributors

2.9%

Ferguson

plc

.........................................

United

States

550,578

86,611,425

Total

Common

Stocks

(Cost

$2,274,482,764)

....................................

2,898,366,906

Companies

in

Liquidation

0.0%

a,b,d

Walter

Energy,

Inc.,

Litigation

Trust,

Contingent

Distribution

......

United

States

5,229,000

—

Total

Companies

in

Liquidation

(Cost

$–)

......................................

—

Total

Long

Term

Investments

(Cost

$2,274,482,764)

.............................

2,898,366,906

a

Short

Term

Investments

4.3%

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

4.3%

e

FHLB,

7/03/23

.......................................

United

States

127,500,000

127,500,000

Total

U.S.

Government

and

Agency

Securities

(Cost

$127,466,000)

................

127,500,000

Total

Short

Term

Investments

(Cost

$127,466,000

)

...............................

127,500,000

a

Total

Investments

(Cost

$2,401,948,764)

101.0%

................................

$3,025,866,906

Other

Assets,

less

Liabilities

(1.0)%

...........................................

(27,778,310)

Net

Assets

100.0%

...........................................................

$2,998,088,596

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Beacon

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

39

See

A

bbreviations

on

page

131

.

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

†

Rounds

to

less

than

0.1%

of

net

assets.

a

Fair

valued

using

significant

unobservable

inputs.

See

Note

14

regarding

fair

value

measurements.

b

Non-income

producing.

c

See

Note

10

regarding

restricted

securities.

d

Contingent

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.

e

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Financial

Services

Fund

franklintempleton.com

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Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

40

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

Z

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$23.72

$25.51

$20.89

$22.78

$19.46

$24.14

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.35

0.61

0.46

0.18

0.38

0.38

c

Net

realized

and

unrealized

gains

(losses)

(1.06)

(1.83)

4.54

(1.72)

3.38

(4.37)

Total

from

investment

operations

........

(0.71)

(1.22)

5.00

(1.54)

3.76

(3.99)

Less

distributions

from:

Net

investment

income

..............

—

(0.57)

(0.38)

(0.35)

(0.44)

(0.17)

Net

realized

gains

.................

—

—

—

—

—

(0.52)

Total

distributions

...................

—

(0.57)

(0.38)

(0.35)

(0.44)

(0.69)

Net

asset

value,

end

of

period

..........

$23.01

$23.72

$25.51

$20.89

$22.78

$19.46

Total

return

d

.......................

(2.99)%

(4.76)%

23.98%

(6.70)%

19.32%

(16.49)%

Ratios

to

average

net

assets

e

Expenses

f

.........................

1.06%

g

1.06%

g

1.12%

g

1.14%

g

1.10%

1.09%

g

Net

investment

income

...............

3.00%

2.54%

1.87%

0.99%

1.80%

1.61%

c

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$105,760

$114,507

$128,352

$104,183

$139,189

$142,212

Portfolio

turnover

rate

................

13.47%

31.16%

28.64%

28.18%

17.06%

33.11%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

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%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Financial

Services

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

41

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$23.80

$25.59

$20.95

$22.85

$19.52

$24.21

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.32

0.55

0.40

0.26

0.33

0.31

c

Net

realized

and

unrealized

gains

(losses)

(1.06)

(1.83)

4.56

(1.86)

3.38

(4.36)

Total

from

investment

operations

........

(0.74)

(1.28)

4.96

(1.60)

3.71

(4.05)

Less

distributions

from:

Net

investment

income

..............

—

(0.51)

(0.32)

(0.30)

(0.38)

(0.12)

Net

realized

gains

.................

—

—

—

—

—

(0.52)

Total

distributions

...................

—

(0.51)

(0.32)

(0.30)

(0.38)

(0.64)

Net

asset

value,

end

of

period

..........

$23.06

$23.80

$25.59

$20.95

$22.85

$19.52

Total

return

d

.......................

(3.11)%

(4.99)%

23.70%

(6.95)%

19.06%

(16.72)%

Ratios

to

average

net

assets

e

Expenses

f

.........................

1.31%

g

1.31%

g

1.37%

g

1.39%

g

1.35%

1.34%

g

Net

investment

income

...............

2.73%

2.30%

1.62%

1.42%

1.55%

1.36%

c

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$209,145

$230,921

$259,203

$209,222

$278,968

$298,878

Portfolio

turnover

rate

................

13.47%

31.16%

28.64%

28.18%

17.06%

33.11%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

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%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Financial

Services

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

42

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$23.68

$25.41

$20.78

$22.65

$19.32

$24.08

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.22

0.38

0.20

0.12

0.18

0.15

c

Net

realized

and

unrealized

gains

(losses)

(1.04)

(1.83)

4.52

(1.86)

3.32

(4.33)

Total

from

investment

operations

........

(0.82)

(1.45)

4.72

(1.74)

3.50

(4.18)

Less

distributions

from:

Net

investment

income

..............

—

(0.28)

(0.09)

(0.13)

(0.17)

(0.06)

Net

realized

gains

.................

—

—

—

—

—

(0.52)

Total

distributions

...................

—

(0.28)

(0.09)

(0.13)

(0.17)

(0.58)

Net

asset

value,

end

of

period

..........

$22.86

$23.68

$25.41

$20.78

$22.65

$19.32

Total

return

d

.......................

(3.46)%

(5.71)%

22.74%

(7.66)%

18.15%

(17.35)%

Ratios

to

average

net

assets

e

Expenses

f

.........................

2.06%

g

2.07%

g

2.12%

g

2.14%

g

2.10%

2.09%

g

Net

investment

income

...............

1.92%

1.58%

0.83%

0.69%

0.80%

0.61%

c

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$14,590

$18,260

$25,503

$27,498

$46,132

$58,610

Portfolio

turnover

rate

................

13.47%

31.16%

28.64%

28.18%

17.06%

33.11%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

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%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

g

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Financial

Services

Fund

(continued)

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The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

43

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$23.88

$25.68

$21.03

$22.93

$19.58

$24.30

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.38

0.62

0.47

0.33

0.42

0.41

c

Net

realized

and

unrealized

gains

(losses)

(1.08)

(1.82)

4.58

(1.85)

3.40

(4.41)

Total

from

investment

operations

........

(0.70)

(1.20)

5.05

(1.52)

3.82

(4.00)

Less

distributions

from:

Net

investment

income

..............

—

(0.60)

(0.40)

(0.38)

(0.47)

(0.20)

Net

realized

gains

.................

—

—

—

—

—

(0.52)

Total

distributions

...................

—

(0.60)

(0.40)

(0.38)

(0.47)

(0.72)

Net

asset

value,

end

of

period

..........

$23.18

$23.88

$25.68

$21.03

$22.93

$19.58

Total

return

d

.......................

(2.93)%

(4.66)%

24.09%

(6.57)%

19.51%

(16.41)%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

..........................

1.11%

1.08%

1.19%

1.16%

1.05%

1.06%

Expenses

net

of

waiver

and

payments

by

affiliates

f

..........................

1.00%

0.95%

1.02%

1.02%

0.97%

0.97%

Net

investment

income

...............

3.28%

2.55%

1.89%

1.83%

1.93%

1.73%

c

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$2,439

$2,086

$2,995

$2,191

$2,931

$3,371

Portfolio

turnover

rate

................

13.47%

31.16%

28.64%

28.18%

17.06%

33.11%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

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%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited),

June

30,

2023

Franklin

Mutual

Financial

Services

Fund

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

44

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

94.6%

Banks

34.1%

a

AB&T

Financial

Corp.

..................................

United

States

226,100

$

118,307

Bank

of

America

Corp.

.................................

United

States

204,796

5,875,597

b

BAWAG

Group

AG,

144A,

Reg

S

..........................

Austria

77,389

3,568,127

BNP

Paribas

SA

......................................

France

151,062

9,533,786

CaixaBank

SA

........................................

Spain

1,525,110

6,318,065

Citizens

Financial

Group,

Inc.

............................

United

States

368,317

9,605,707

Columbia

Banking

System,

Inc.

...........................

United

States

472,815

9,588,688

DBS

Group

Holdings

Ltd.

...............................

Singapore

147,729

3,450,011

ING

Groep

NV

.......................................

Netherlands

727,182

9,804,473

JPMorgan

Chase

&

Co.

.................................

United

States

90,930

13,224,859

PNC

Financial

Services

Group,

Inc.

(The)

...................

United

States

74,409

9,371,814

Primis

Financial

Corp.

..................................

United

States

393,187

3,310,635

Synovus

Financial

Corp.

................................

United

States

278,537

8,425,744

UniCredit

SpA

........................................

Italy

463,323

10,774,903

Wells

Fargo

&

Co.

.....................................

United

States

242,145

10,334,749

113,305,465

Capital

Markets

5.3%

BlackRock,

Inc.

.......................................

United

States

12,709

8,783,698

Deutsche

Bank

AG

....................................

Germany

855,644

8,996,012

17,779,710

Consumer

Finance

3.3%

Capital

One

Financial

Corp.

.............................

United

States

99,374

10,868,534

Financial

Services

10.4%

c

Fiserv,

Inc.

..........................................

United

States

79,647

10,047,469

Global

Payments,

Inc.

..................................

United

States

87,569

8,627,298

Voya

Financial,

Inc.

....................................

United

States

220,359

15,801,944

34,476,711

Household

Durables

3.2%

Cairn

Homes

plc

......................................

Ireland

8,521,149

10,789,393

Insurance

29.2%

ASR

Nederland

NV

....................................

Netherlands

309,174

13,946,106

c

BRP

Group,

Inc.,

A

....................................

United

States

53,266

1,319,932

China

Pacific

Insurance

Group

Co.

Ltd.,

H

...................

China

2,084,821

5,412,431

Conduit

Holdings

Ltd.

..................................

United

States

1,667,976

9,765,499

Everest

Re

Group

Ltd.

.................................

United

States

43,470

14,860,654

Hartford

Financial

Services

Group,

Inc.

(The)

................

United

States

186,963

13,465,075

International

General

Insurance

Holdings

Ltd.

................

Jordan

1,335,093

11,922,381

MetLife,

Inc.

.........................................

United

States

138,895

7,851,734

NN

Group

NV

........................................

Netherlands

307,559

11,386,158

Willis

Towers

Watson

plc

................................

United

States

29,372

6,917,106

96,847,076

Office

REITs

1.4%

Vornado

Realty

Trust

...................................

United

States

249,971

4,534,474

Professional

Services

1.9%

SS&C

Technologies

Holdings,

Inc.

.........................

United

States

103,672

6,282,523

Real

Estate

Management

&

Development

3.3%

c

CBRE

Group,

Inc.,

A

...................................

United

States

42,882

3,461,006

c

Cushman

&

Wakefield

plc

...............................

United

States

333,883

2,731,163

Savills

plc

...........................................

United

Kingdom

449,657

4,860,179

11,052,348

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Financial

Services

Fund

(continued)

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an

integral

part

of

these

financial

statements.

Semiannual

Report

45

At

June

3

0,

2023

,

the

Fund

had

the

following futures

contracts

outstanding.

See

Note

1

(

d

). 

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Trading

Companies

&

Distributors

2.5%

c

AerCap

Holdings

NV

...................................

Ireland

129,347

$

8,216,122

Total

Common

Stocks

(Cost

$280,756,590)

.....................................

314,152,356

Short

Term

Investments

4.9%

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

4.9%

d

FHLB,

7/03/23

.......................................

United

States

16,400,000

16,400,000

Total

U.S.

Government

and

Agency

Securities

(Cost

$16,395,627)

.................

16,400,000

Total

Short

Term

Investments

(Cost

$16,395,627

)

................................

16,400,000

a

Total

Investments

(Cost

$297,152,217)

99.5%

...................................

$330,552,356

Other

Assets,

less

Liabilities

0.5%

.............................................

1,381,988

Net

Assets

100.0%

...........................................................

$331,934,344

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

a

See

Note

12

regarding

holdings

of

5%

voting

securities.

b

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

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.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

June

30,

2023,

the

value

of

this

security

was

$3,568,127,

representing

1.1%

of

net

assets.

c

Non-income

producing.

d

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

Futures

Contracts

Description

Type

Number

of

Contracts

Notional

Amount

*

Expiration

Date

Value/

Unrealized

Appreciation

(Depreciation)

Foreign

exchange

contracts

Foreign

Exchange

EUR/USD

...................

Short

62

$

8,488,575

9/18/23

$

(111,888)

Foreign

Exchange

GBP/USD

...................

Short

56

4,444,650

9/18/23

(36,538)

Total

Futures

Contracts

......................................................................

$(148,426)

*

As

of

period

end.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Financial

Services

Fund

(continued)

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accompanying

notes

are

an

integral

part

of

these

financial

statements.

46

At

June

30,

2023,

the

Fund

had

the

following

forward

exchange

contracts

outstanding.

See

Note

1(d). 

See

Note 11 regarding

other

derivative

information.

See

Abbreviations

on

page

131

.

Forward

Exchange

Contracts

Currency

Counter-

party

a

Type

Quantity

Contract

Amount

*

Settlement

Date

Unrealized

Appreciation

Unrealized

Depreciation

a

a

a

a

a

a

a

a

OTC

Forward

Exchange

Contracts

Euro

.............

BOFA

Sell

10,194,503

11,230,876

7/11/23

$

102,017

$

—

Euro

.............

HSBK

Sell

1,635,094

1,802,717

7/11/23

18,856

(1,094)

Euro

.............

UBSW

Sell

10,763,082

11,845,124

7/11/23

97,889

(2,316)

British

Pound

......

BOFA

Buy

306,712

383,852

7/17/23

5,704

—

British

Pound

......

HSBK

Buy

172,847

214,517

7/17/23

5,016

—

British

Pound

......

UBSW

Buy

2,553,000

3,197,059

7/17/23

45,512

—

British

Pound

......

UBSW

Sell

8,736,849

10,968,603

7/17/23

—

(128,087)

Total

Forward

Exchange

Contracts

...................................................

$274,994

$(131,497)

Net

unrealized

appreciation

(depreciation)

............................................

$143,497

*

In

U.S.

dollars

unless

otherwise

indicated.

a

May

be

comprised

of

multiple

contracts

with

the

same

counterparty,

currency

and

settlement

date.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Global

Discovery

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

47

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

Z

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$27.18

$31.58

$28.77

$31.19

$26.86

$32.42

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.32

0.59

c

0.42

0.96

d

0.67

0.58

Net

realized

and

unrealized

gains

(losses)

2.68

(2.20)

5.15

(2.38)

5.91

(4.13)

Total

from

investment

operations

........

3.00

(1.61)

5.57

(1.42)

6.58

(3.55)

Less

distributions

from:

Net

investment

income

..............

—

(0.56)

(0.81)

(0.83)

(0.70)

(0.64)

Net

realized

gains

.................

—

(2.23)

(1.95)

(0.17)

(1.55)

(1.37)

Total

distributions

...................

—

(2.79)

(2.76)

(1.00)

(2.25)

(2.01)

Net

asset

value,

end

of

period

..........

$30.18

$27.18

$31.58

$28.77

$31.19

$26.86

Total

return

e

.......................

11.04%

(4.70)%

19.67%

(4.38)%

24.70%

(10.78)%

Ratios

to

average

net

assets

f

Expenses

before

waiver

and

payments

by

affiliates

g

..........................

0.97%

0.95%

1.04%

1.03%

1.00%

0.97%

Expenses

net

of

waiver

and

payments

by

affiliates

g

,

h

.........................

0.97%

0.95%

i

1.02%

1.03%

i

1.00%

i

0.97%

i

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

j

—%

j

0.02%

0.01%

0.02%

—%

j

Net

investment

income

...............

2.24%

1.98%

c

1.28%

3.66%

d

2.20%

1.82%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$3,039,487

$2,857,597

$3,355,158

$3,274,956

$5,176,787

$5,114,274

Portfolio

turnover

rate

................

19.39%

53.26%

40.67%

17.25%

14.08%

14.70%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.71%.

d

Net

investment

income

per

share

includes

approximately

$0.43

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.02%.

e

Total

return

is

not

annualized

for

periods

less

than

one

year.

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Includes

dividends

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).

h

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

i

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

j

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Global

Discovery

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

48

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$26.44

$30.81

$28.12

$30.51

$26.32

$31.80

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.28

0.50

c

0.33

0.86

d

0.58

0.49

Net

realized

and

unrealized

gains

(losses)

2.60

(2.15)

5.04

(2.32)

5.78

(4.04)

Total

from

investment

operations

........

2.88

(1.65)

5.37

(1.46)

6.36

(3.55)

Less

distributions

from:

Net

investment

income

..............

—

(0.49)

(0.73)

(0.76)

(0.62)

(0.56)

Net

realized

gains

.................

—

(2.23)

(1.95)

(0.17)

(1.55)

(1.37)

Total

distributions

...................

—

(2.72)

(2.68)

(0.93)

(2.17)

(1.93)

Net

asset

value,

end

of

period

..........

$29.32

$26.44

$30.81

$28.12

$30.51

$26.32

Total

return

e

.......................

10.89%

(4.95)%

19.40%

(4.61)%

24.37%

(10.99)%

Ratios

to

average

net

assets

f

Expenses

before

waiver

and

payments

by

affiliates

g

..........................

1.22%

1.20%

1.29%

1.28%

1.25%

1.22%

Expenses

net

of

waiver

and

payments

by

affiliates

g

,

h

.........................

1.22%

1.20%

i

1.27%

1.28%

i

1.25%

i

1.22%

i

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

j

—%

j

0.02%

0.01%

0.02%

—%

j

Net

investment

income

...............

1.99%

1.72%

c

1.03%

3.39%

d

1.95%

1.57%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$5,033,345

$4,749,259

$5,618,446

$5,358,016

$7,683,644

$7,461,444

Portfolio

turnover

rate

................

19.39%

53.26%

40.67%

17.25%

14.08%

14.70%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.45%.

d

Net

investment

income

per

share

includes

approximately

$0.42

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.75%.

e

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Includes

dividends

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).

h

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

i

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

j

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Global

Discovery

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

49

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$26.60

$30.92

$28.12

$30.46

$26.25

$31.44

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.17

0.28

c

0.09

0.67

d

0.36

0.26

Net

realized

and

unrealized

gains

(losses)

2.61

(2.13)

5.04

(2.34)

5.74

(3.98)

Total

from

investment

operations

........

2.78

(1.85)

5.13

(1.67)

6.10

(3.72)

Less

distributions

from:

Net

investment

income

..............

—

(0.24)

(0.38)

(0.50)

(0.34)

(0.10)

Net

realized

gains

.................

—

(2.23)

(1.95)

(0.17)

(1.55)

(1.37)

Total

distributions

...................

—

(2.47)

(2.33)

(0.67)

(1.89)

(1.47)

Net

asset

value,

end

of

period

..........

$29.38

$26.60

$30.92

$28.12

$30.46

$26.25

Total

return

e

.......................

10.45%

(5.63)%

18.50%

(5.32)%

23.43%

(11.70)%

Ratios

to

average

net

assets

f

Expenses

before

waiver

and

payments

by

affiliates

g

..........................

1.97%

1.95%

2.04%

2.03%

2.00%

1.97%

Expenses

net

of

waiver

and

payments

by

affiliates

g

,

h

.........................

1.97%

1.95%

i

2.02%

2.03%

i

2.00%

i

1.97%

i

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

j

—%

j

0.02%

0.01%

0.02%

—%

j

Net

investment

income

...............

1.20%

0.97%

c

0.29%

2.66%

d

1.20%

0.82%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$197,801

$221,344

$335,605

$494,606

$872,717

$1,054,412

Portfolio

turnover

rate

................

19.39%

53.26%

40.67%

17.25%

14.08%

14.70%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.70%.

d

Net

investment

income

per

share

includes

approximately

$0.42

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.01%.

e

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Includes

dividends

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).

h

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

i

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

j

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Global

Discovery

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

50

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$26.00

$30.34

$27.70

$30.08

$25.97

$31.37

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.24

0.42

c

0.24

0.78

d

0.50

0.41

Net

realized

and

unrealized

gains

(losses)

2.56

(2.11)

4.97

(2.29)

5.69

(3.97)

Total

from

investment

operations

........

2.80

(1.69)

5.21

(1.51)

6.19

(3.56)

Less

distributions

from:

Net

investment

income

..............

—

(0.42)

(0.62)

(0.70)

(0.53)

(0.47)

Net

realized

gains

.................

—

(2.23)

(1.95)

(0.17)

(1.55)

(1.37)

Total

distributions

...................

—

(2.65)

(2.57)

(0.87)

(2.08)

(1.84)

Net

asset

value,

end

of

period

..........

$28.80

$26.00

$30.34

$27.70

$30.08

$25.97

Total

return

e

.......................

10.77%

(5.17)%

19.10%

(4.87)%

24.09%

(11.24)%

Ratios

to

average

net

assets

f

Expenses

before

waiver

and

payments

by

affiliates

g

..........................

1.47%

1.45%

1.54%

1.53%

1.50%

1.47%

Expenses

net

of

waiver

and

payments

by

affiliates

g

,

h

.........................

1.47%

1.45%

i

1.52%

1.53%

i

1.50%

i

1.47%

i

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

j

—%

j

0.02%

0.01%

0.02%

—%

j

Net

investment

income

...............

1.74%

1.47%

c

0.79%

3.13%

d

1.70%

1.32%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$113,849

$109,826

$136,983

$175,393

$251,089

$274,086

Portfolio

turnover

rate

................

19.39%

53.26%

40.67%

17.25%

14.08%

14.70%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.20%.

d

Net

investment

income

per

share

includes

approximately

$0.41

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.48%.

e

Total

return

is

not

annualized

for

periods

less

than

one

year.

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Includes

dividends

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).

h

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

i

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

j

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Global

Discovery

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

51

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$27.16

$31.57

$28.75

$31.17

$26.85

$32.41

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.33

0.62

c

0.44

0.97

d

0.70

0.62

Net

realized

and

unrealized

gains

(losses)

2.68

(2.21)

5.18

(2.35)

5.90

(4.13)

Total

from

investment

operations

........

3.01

(1.59)

5.62

(1.38)

6.60

(3.51)

Less

distributions

from:

Net

investment

income

..............

—

(0.59)

(0.85)

(0.87)

(0.73)

(0.68)

Net

realized

gains

.................

—

(2.23)

(1.95)

(0.17)

(1.55)

(1.37)

Total

distributions

...................

—

(2.82)

(2.80)

(1.04)

(2.28)

(2.05)

Net

asset

value,

end

of

period

..........

$30.17

$27.16

$31.57

$28.75

$31.17

$26.85

Total

return

e

.......................

11.08%

(4.65)%

19.84%

(4.27)%

24.80%

(10.67)%

Ratios

to

average

net

assets

f

Expenses

before

waiver

and

payments

by

affiliates

g

..........................

0.89%

0.86%

0.95%

0.92%

0.90%

0.88%

Expenses

net

of

waiver

and

payments

by

affiliates

g

,

h

.........................

0.89%

0.86%

i

0.92%

0.92%

i

0.89%

0.87%

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

j

—%

j

0.02%

0.01%

0.02%

—%

j

Net

investment

income

...............

2.33%

2.07%

c

1.35%

3.73%

d

2.31%

1.92%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$565,154

$525,379

$653,091

$843,143

$1,295,457

$1,418,812

Portfolio

turnover

rate

................

19.39%

53.26%

40.67%

17.25%

14.08%

14.70%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.08

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.79%.

d

Net

investment

income

per

share

includes

approximately

$0.43

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.08%.

e

Total

return

is

not

annualized

for

periods

less

than

one

year.

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Includes

dividends

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).

h

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

i

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

j

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited),

June

30,

2023

Franklin

Mutual

Global

Discovery

Fund

franklintempleton.com

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Report

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accompanying

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of

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financial

statements.

52

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

96.5%

Aerospace

&

Defense

1.6%

Airbus

SE

...........................................

France

1,016,566

$

146,990,349

Automobile

Components

2.0%

Denso

Corp.

.........................................

Japan

2,661,712

179,563,045

a,b,c

International

Automotive

Components

Group

Brazil

LLC

........

Brazil

3,819,425

121,809

179,684,854

Automobiles

2.1%

General

Motors

Co.

....................................

United

States

4,768,010

183,854,466

Banks

5.6%

BNP

Paribas

SA

......................................

France

2,505,920

158,152,966

DBS

Group

Holdings

Ltd.

...............................

Singapore

6,566,367

153,348,609

JPMorgan

Chase

&

Co.

.................................

United

States

1,283,420

186,660,605

498,162,180

Biotechnology

0.8%

b

Horizon

Therapeutics

plc

................................

United

States

695,456

71,527,650

Building

Products

1.7%

Johnson

Controls

International

plc

.........................

United

States

2,282,367

155,520,487

Capital

Markets

1.6%

BlackRock,

Inc.

.......................................

United

States

207,617

143,492,413

Chemicals

2.2%

b,d

Covestro

AG,

144A,

Reg

S

..............................

Germany

3,735,206

194,370,612

Consumer

Finance

2.2%

Capital

One

Financial

Corp.

.............................

United

States

1,809,287

197,881,719

Consumer

Staples

Distribution

&

Retail

1.2%

Seven

&

i

Holdings

Co.

Ltd.

..............................

Japan

2,564,546

110,809,286

Diversified

Telecommunication

Services

2.6%

Deutsche

Telekom

AG

..................................

Germany

10,734,020

234,221,852

Electrical

Equipment

1.7%

Mitsubishi

Electric

Corp.

................................

Japan

10,631,796

150,320,907

Energy

Equipment

&

Services

1.9%

Schlumberger

NV

.....................................

United

States

3,538,450

173,808,664

Entertainment

3.5%

b

Activision

Blizzard,

Inc.

.................................

United

States

2,077,381

175,123,218

b

Walt

Disney

Co.

(The)

..................................

United

States

1,577,824

140,868,127

315,991,345

Financial

Services

5.5%

b

Fiserv,

Inc.

..........................................

United

States

1,380,750

174,181,612

Global

Payments,

Inc.

..................................

United

States

1,533,256

151,056,381

Voya

Financial,

Inc.

....................................

United

States

2,284,522

163,823,073

489,061,066

Food

Products

3.7%

Danone

SA

..........................................

France

2,805,972

171,975,395

Kraft

Heinz

Co.

(The)

..................................

United

States

4,503,331

159,868,250

331,843,645

Health

Care

Equipment

&

Supplies

2.2%

Medtronic

plc

........................................

United

States

2,263,951

199,454,083

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Global

Discovery

Fund

(continued)

franklintempleton.com

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accompanying

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statements.

Semiannual

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53

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Health

Care

Providers

&

Services

7.3%

CVS

Health

Corp.

.....................................

United

States

2,631,984

$

181,949,054

Elevance

Health,

Inc.

..................................

United

States

385,559

171,300,008

Fresenius

SE

&

Co.

KGaA

...............................

Germany

5,940,043

164,772,680

Humana,

Inc.

........................................

United

States

295,099

131,947,616

649,969,358

Household

Durables

1.5%

DR

Horton,

Inc.

.......................................

United

States

1,073,162

130,593,084

Household

Products

1.6%

Reckitt

Benckiser

Group

plc

.............................

United

Kingdom

1,869,156

140,468,692

Industrial

Conglomerates

1.5%

Siemens

AG

.........................................

Germany

816,007

136,041,530

Insurance

5.4%

Everest

Re

Group

Ltd.

.................................

United

States

468,636

160,207,903

NN

Group

NV

........................................

Netherlands

4,664,045

172,667,863

Willis

Towers

Watson

plc

................................

United

States

649,099

152,862,815

485,738,581

Interactive

Media

&

Services

1.5%

b

Meta

Platforms,

Inc.,

A

.................................

United

States

475,542

136,471,043

IT

Services

2.0%

Capgemini

SE

........................................

France

918,365

173,901,505

Machinery

1.7%

Parker-Hannifin

Corp.

..................................

United

States

383,148

149,443,046

Media

2.1%

b

Charter

Communications,

Inc.,

A

..........................

United

States

510,181

187,425,194

Metals

&

Mining

1.5%

Rio

Tinto

plc

.........................................

Australia

2,095,517

133,169,488

Oil,

Gas

&

Consumable

Fuels

5.8%

BP

plc

..............................................

United

Kingdom

32,258,588

187,821,689

Shell

plc

............................................

Netherlands

5,657,101

168,760,861

Williams

Cos.,

Inc.

(The)

................................

United

States

5,057,500

165,026,225

521,608,775

Personal

Care

Products

1.9%

Haleon

plc

..........................................

United

States

40,841,580

167,633,022

Pharmaceuticals

7.4%

Eli

Lilly

&

Co.

........................................

United

States

283,824

133,107,780

GSK

plc

............................................

United

States

9,653,704

171,088,367

Merck

&

Co.,

Inc.

.....................................

United

States

1,080,291

124,654,778

Novartis

AG,

ADR

.....................................

Switzerland

2,335,621

235,687,515

664,538,440

Real

Estate

Management

&

Development

1.9%

b

CBRE

Group,

Inc.,

A

...................................

United

States

2,065,293

166,689,798

Semiconductors

&

Semiconductor

Equipment

2.7%

b

Renesas

Electronics

Corp.

..............................

Japan

8,456,214

159,610,453

b

Tower

Semiconductor

Ltd.

...............................

Israel

2,107,861

79,086,944

238,697,397

Franklin

Mutual

Series

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of

Investments

(unaudited)

Franklin

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Global

Discovery

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(continued)

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statements.

54

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Software

1.5%

b

Check

Point

Software

Technologies

Ltd.

....................

Israel

1,078,359

$

135,463,458

Technology

Hardware,

Storage

&

Peripherals

1.9%

Samsung

Electronics

Co.

Ltd.

............................

South

Korea

3,124,651

172,063,986

Tobacco

1.9%

British

American

Tobacco

plc

.............................

United

Kingdom

5,092,568

169,202,840

Trading

Companies

&

Distributors

3.3%

b

AerCap

Holdings

NV

...................................

Ireland

2,910,228

184,857,683

Ferguson

plc

.........................................

United

States

710,268

111,732,259

296,589,942

Total

Common

Stocks

(Cost

$6,817,648,894)

....................................

8,632,704,757

Principal

Amount

*

Corporate

Bonds

0.5%

Pharmaceuticals

0.4%

d

Bausch

Health

Americas,

Inc.

,

Senior

Note,

144A,

9.25%,

4/01/26

......................

United

States

33,966,000

28,653,888

Senior

Note,

144A,

8.5%,

1/31/27

.......................

United

States

15,606,000

8,563,168

d

Bausch

Health

Cos.,

Inc.

,

Senior

Note

,

144A,

9

%

,

12/15/25

......

United

States

1,290,000

1,126,860

38,343,916

Software

0.1%

d

Veritas

US,

Inc.

/

Veritas

Bermuda

Ltd.

,

Senior

Secured

Note

,

144A,

7.5

%

,

9/01/25

......................................

United

States

8,153,000

6,627,049

Total

Corporate

Bonds

(Cost

$58,104,184)

......................................

44,970,965

e

Senior

Floating

Rate

Interests

0.8%

Commercial

Services

&

Supplies

0.5%

f,g

Neptune

BidCo

US,

Inc.

,

First

Lien,

CME

Term

Loan,

A

,

9.754

%

,

(

3-month

SOFR

+

4.75

%

),

10/11/28

......................

United

States

48,811,000

42,496,077

Professional

Services

0.3%

f,g

CoreLogic

,

Inc.

,

First

Lien,

Initial

Term

Loan

,

8.75

%

,

(

1-month

USD

LIBOR

+

3.5

%

),

6/02/28

...............................

United

States

35,998,161

32,587,335

Total

Senior

Floating

Rate

Interests

(Cost

$74,523,234)

..........................

75,083,412

Shares

a

Companies

in

Liquidation

0.0%

a,b,h

Walter

Energy,

Inc.,

Litigation

Trust,

Contingent

Distribution

......

United

States

30,996,000

—

Total

Companies

in

Liquidation

(Cost

$–)

......................................

—

Total

Long

Term

Investments

(Cost

$6,950,276,312)

.............................

8,752,759,134

a

Short

Term

Investments

2.6%

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

2.6%

i

FHLB,

7/03/23

.......................................

United

States

218,500,000

218,500,000

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Global

Discovery

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(continued)

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Short

Term

Investments

(continued)

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

(continued)

i

U.S.

Treasury

Bills

,

7/06/23

...........................................

United

States

4,000,000

$

3,998,352

7/13/23

...........................................

United

States

5,000,000

4,993,054

8/03/23

...........................................

United

States

5,000,000

4,978,004

13,969,410

Total

U.S.

Government

and

Agency

Securities

(Cost

$232,410,333)

................

232,469,410

Total

Short

Term

Investments

(Cost

$232,410,333

)

...............................

232,469,410

a

Total

Investments

(Cost

$7,182,686,645)

100.4%

................................

$8,985,228,544

Other

Assets,

less

Liabilities

(0.4)%

...........................................

(35,592,997)

Net

Assets

100.0%

...........................................................

$8,949,635,547

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

a

Fair

valued

using

significant

unobservable

inputs.

See

Note

14

regarding

fair

value

measurements.

b

Non-income

producing.

c

See

Note

10

regarding

restricted

securities.

d

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

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.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

June

30,

2023,

the

aggregate

value

of

these

securities

was

$239,341,577,

representing

2.7%

of

net

assets.

e

See

Note

1(h)

regarding

senior

floating

rate

interests.

f

A

portion

or

all

of

the

security

purchased

on

a

delayed

delivery

basis.

See

Note

1(c).

g

The

coupon

rate

shown

represents

the

rate

inclusive

of

any

caps

or

floors,

if

applicable,

in

effect

at

period

end.

h

Contingent

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.

i

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

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Mutual

Global

Discovery

Fund

(continued)

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integral

part

of

these

financial

statements.

56

At

June

30,

2023,

the

Fund

had

the

following futures

contracts

outstanding.

See

Note

(d).

At

June

3

0

,

202

3

,

the

Fund

had

the

following

forward

exchange

contracts

outstanding.

See

Note

1

(

d

). 

See

Note 

11

 regarding

other

derivative

information.

Futures

Contracts

Description

Type

Number

of

Contracts

Notional

Amount

*

Expiration

Date

Value/

Unrealized

Appreciation

(Depreciation)

Foreign

exchange

contracts

Foreign

Exchange

EUR/USD

...................

Short

1,915

$

262,187,438

9/18/23

$

(3,456,154)

Foreign

Exchange

GBP/USD

...................

Short

335

26,588,531

9/18/23

(218,577)

Total

Futures

Contracts

......................................................................

$(3,674,731)

*

As

of

period

end.

Forward

Exchange

Contracts

Currency

Counter-

party

a

Type

Quantity

Contract

Amount

*

Settlement

Date

Unrealized

Appreciation

Unrealized

Depreciation

a

a

a

a

a

a

a

a

OTC

Forward

Exchange

Contracts

Euro

.............

BOFA

Buy

13,810,614

15,023,597

7/11/23

$

52,801

$

—

Euro

.............

BOFA

Sell

86,190,607

94,940,393

7/11/23

850,162

—

Euro

.............

HSBK

Buy

15,248,938

16,460,431

7/11/23

186,117

—

Euro

.............

HSBK

Sell

10,114,590

11,135,864

7/11/23

98,392

(4,150)

Euro

.............

UBSW

Buy

32,814,821

35,532,690

7/11/23

311,807

(22,102)

Euro

.............

UBSW

Sell

87,779,503

96,634,200

7/11/23

815,919

(6,473)

British

Pound

......

BOFA

Buy

1,285,466

1,620,240

7/17/23

12,433

—

British

Pound

......

HSBK

Buy

1,092,356

1,355,705

7/17/23

31,698

—

British

Pound

......

HSBK

Sell

995,190

1,241,531

7/17/23

—

(22,462)

British

Pound

......

UBSW

Buy

1,176,383

1,474,141

7/17/23

19,986

—

British

Pound

......

UBSW

Sell

20,949,097

26,293,002

7/17/23

—

(314,487)

Japanese

Yen

......

UBSW

Sell

36,444,581,405

266,646,432

8/17/23

12,280,055

—

South

Korean

Won

..

HSBK

Buy

10,268,401,203

8,047,336

11/10/23

—

(194,022)

South

Korean

Won

..

HSBK

Sell

96,232,330,712

73,694,282

11/10/23

95,411

—

South

Korean

Won

..

UBSW

Sell

81,361,131,541

62,276,499

11/10/23

51,180

—

Total

Forward

Exchange

Contracts

...................................................

$14,805,961

$(563,696)

Net

unrealized

appreciation

(depreciation)

............................................

$14,242,265

*

In

U.S.

dollars

unless

otherwise

indicated.

a

May

be

comprised

of

multiple

contracts

with

the

same

counterparty,

currency

and

settlement

date.

See

Abbreviations

on

page

131

.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

International

Value

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

57

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

Z

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$21.07

$21.91

$19.49

$21.31

$17.89

$20.93

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.35

0.60

0.58

0.56

c

0.54

0.49

Net

realized

and

unrealized

gains

(losses)

1.83

(0.74)

2.61

(1.92)

3.46

(2.80)

Total

from

investment

operations

........

2.18

(0.14)

3.19

(1.36)

4.00

(2.31)

Less

distributions

from:

Net

investment

income

..............

—

(0.70)

(0.77)

(0.46)

(0.58)

(0.73)

Net

asset

value,

end

of

period

..........

$23.25

$21.07

$21.91

$19.49

$21.31

$17.89

Total

return

d

.......................

10.35%

(0.51)%

16.49%

(6.23)%

22.28%

(11.12)%

Ratios

to

average

net

assets

e

Expenses

f

,g

........................

1.00%

h

1.00%

h

1.07%

h

1.08%

h

1.04%

1.04%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

—%

—%

—%

—%

—%

i

Net

investment

income

...............

3.16%

2.87%

2.71%

3.19%

c

2.77%

2.38%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$446,999

$414,151

$457,644

$450,864

$789,012

$958,149

Portfolio

turnover

rate

................

44.61%

32.10%

32.03%

24.04%

12.16%

35.42%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.30

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.48%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

International

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

58

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$20.41

$21.24

$18.91

$20.67

$17.37

$20.33

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.31

0.53

0.51

0.54

c

0.49

0.41

Net

realized

and

unrealized

gains

(losses)

1.76

(0.72)

2.54

(1.91)

3.33

(2.69)

Total

from

investment

operations

........

2.07

(0.19)

3.05

(1.37)

3.82

(2.28)

Less

distributions

from:

Net

investment

income

..............

—

(0.64)

(0.72)

(0.39)

(0.52)

(0.68)

Net

asset

value,

end

of

period

..........

$22.48

$20.41

$21.24

$18.91

$20.67

$17.37

Total

return

d

.......................

10.14%

(0.73)%

16.23%

(6.50)%

21.98%

(11.29)%

Ratios

to

average

net

assets

e

Expenses

f

,g

........................

1.25%

h

1.25%

h

1.32%

h

1.33%

h

1.29%

1.29%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

—%

—%

—%

—%

—%

i

Net

investment

income

...............

2.91%

2.60%

2.45%

3.14%

c

2.52%

2.13%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$278,114

$256,163

$281,685

$272,579

$512,218

$564,038

Portfolio

turnover

rate

................

44.61%

32.10%

32.03%

24.04%

12.16%

35.42%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.44%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

International

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

59

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$20.83

$21.60

$19.17

$20.93

$17.56

$20.38

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.22

0.39

0.38

0.38

c

0.35

0.29

Net

realized

and

unrealized

gains

(losses)

1.80

(0.73)

2.54

(1.90)

3.35

(2.72)

Total

from

investment

operations

........

2.02

(0.34)

2.92

(1.52)

3.70

(2.43)

Less

distributions

from:

Net

investment

income

..............

—

(0.43)

(0.49)

(0.24)

(0.33)

(0.39)

Net

asset

value,

end

of

period

..........

$22.85

$20.83

$21.60

$19.17

$20.93

$17.56

Total

return

d

.......................

9.70%

(1.42)%

15.32%

(7.15)%

21.01%

(11.96)%

Ratios

to

average

net

assets

e

Expenses

f

,g

........................

2.00%

h

2.00%

h

2.07%

h

2.08%

h

2.04%

2.04%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

—%

—%

—%

—%

—%

i

Net

investment

income

...............

1.99%

1.91%

1.83%

2.18%

c

1.77%

1.38%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$10,911

$15,190

$24,236

$34,693

$61,743

$78,149

Portfolio

turnover

rate

................

44.61%

32.10%

32.03%

24.04%

12.16%

35.42%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.47%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

International

Value

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

60

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$19.90

$20.75

$18.49

$20.27

$17.05

$19.97

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.23

0.44

0.45

0.53

c

0.43

0.35

Net

realized

and

unrealized

gains

(losses)

1.78

(0.68)

2.48

(1.92)

3.27

(2.64)

Total

from

investment

operations

........

2.01

(0.24)

2.93

(1.39)

3.70

(2.29)

Less

distributions

from:

Net

investment

income

..............

—

(0.61)

(0.67)

(0.39)

(0.48)

(0.63)

Net

asset

value,

end

of

period

..........

$21.91

$19.90

$20.75

$18.49

$20.27

$17.05

Total

return

d

.......................

10.10%

(1.03)%

15.96%

(6.76)%

21.70%

(11.54)%

Ratios

to

average

net

assets

e

Expenses

f

,g

........................

1.50%

h

1.49%

h

1.58%

h

1.58%

h

1.54%

1.54%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

—%

—%

—%

—%

—%

i

Net

investment

income

...............

2.17%

2.23%

2.21%

3.19%

c

2.27%

1.88%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$748

$623

$639

$714

$733

$731

Portfolio

turnover

rate

................

44.61%

32.10%

32.03%

24.04%

12.16%

35.42%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.48%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

International

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

61

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$21.05

$21.88

$19.47

$21.29

$17.87

$20.91

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.36

0.62

0.60

0.64

c

0.69

0.56

Net

realized

and

unrealized

gains

(losses)

1.81

(0.73)

2.60

(1.97)

3.33

(2.85)

Total

from

investment

operations

........

2.17

(0.11)

3.20

(1.33)

4.02

(2.29)

Less

distributions

from:

Net

investment

income

..............

—

(0.72)

(0.79)

(0.49)

(0.60)

(0.75)

Net

asset

value,

end

of

period

..........

$23.22

$21.05

$21.88

$19.47

$21.29

$17.87

Total

return

d

.......................

10.31%

(0.38)%

16.56%

(6.10)%

22.35%

(10.94)%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

f

..........................

0.96%

0.92%

1.02%

1.00%

0.94%

0.92%

Expenses

net

of

waiver

and

payments

by

affiliates

f,g

.........................

0.94%

0.91%

0.99%

0.97%

0.93%

0.91%

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

—%

—%

—%

—%

—%

h

Net

investment

income

...............

3.21%

2.96%

2.78%

3.61%

c

2.88%

2.51%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$34,577

$33,306

$35,798

$33,407

$44,561

$149,796

Portfolio

turnover

rate

................

44.61%

32.10%

32.03%

24.04%

12.16%

35.42%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.30

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.91%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited),

June

30,

2023

Franklin

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Value

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part

of

these

financial

statements.

62

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

97.3%

Aerospace

&

Defense

4.4%

Airbus

SE

...........................................

France

97,358

$

14,077,479

a

Babcock

International

Group

plc

..........................

United

Kingdom

1,954,742

7,021,672

Melrose

Industries

plc

..................................

United

Kingdom

1,955,093

12,596,842

33,695,993

Automobile

Components

4.4%

Cie

Generale

des

Etablissements

Michelin

SCA

..............

France

243,674

7,208,862

Denso

Corp.

.........................................

Japan

396,758

26,765,884

33,974,746

Banks

11.5%

BNP

Paribas

SA

......................................

France

389,540

24,584,546

DBS

Group

Holdings

Ltd.

...............................

Singapore

1,077,262

25,157,995

ING

Groep

NV

.......................................

Netherlands

1,403,840

18,927,740

UniCredit

SpA

........................................

Italy

868,955

20,208,162

88,878,443

Beverages

3.5%

Anheuser-Busch

InBev

SA/NV

...........................

Belgium

150,279

8,518,210

Coca-Cola

HBC

AG

...................................

Italy

308,817

9,211,972

Heineken

NV

........................................

Netherlands

91,165

9,375,959

27,106,141

Capital

Markets

1.8%

Deutsche

Bank

AG

....................................

Germany

1,352,155

14,216,196

Chemicals

2.9%

a,b

Covestro

AG,

144A,

Reg

S

..............................

Germany

425,416

22,137,566

Consumer

Staples

Distribution

&

Retail

2.5%

Seven

&

i

Holdings

Co.

Ltd.

..............................

Japan

445,957

19,268,977

Diversified

Telecommunication

Services

6.7%

Deutsche

Telekom

AG

..................................

Germany

825,506

18,012,966

Koninklijke

KPN

NV

...................................

Netherlands

4,214,244

15,046,123

Nippon

Telegraph

&

Telephone

Corp.

......................

Japan

15,913,200

18,832,800

51,891,889

Electrical

Equipment

1.2%

Mitsubishi

Electric

Corp.

................................

Japan

634,720

8,974,183

Electronic

Equipment,

Instruments

&

Components

2.3%

Murata

Manufacturing

Co.

Ltd.

...........................

Japan

312,140

17,932,096

Food

Products

1.4%

Danone

SA

..........................................

France

181,335

11,113,852

Health

Care

Equipment

&

Supplies

2.0%

Olympus

Corp.

.......................................

Japan

988,851

15,651,087

Health

Care

Providers

&

Services

2.2%

Fresenius

SE

&

Co.

KGaA

...............................

Germany

609,816

16,915,874

Household

Durables

2.4%

Sony

Group

Corp.

.....................................

Japan

206,426

18,636,702

Household

Products

0.9%

Reckitt

Benckiser

Group

plc

.............................

United

Kingdom

96,491

7,251,382

Franklin

Mutual

Series

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Investments

(unaudited)

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statements.

Semiannual

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63

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Independent

Power

and

Renewable

Electricity

Producers

1.8%

RWE

AG

............................................

Germany

325,105

$

14,168,174

Industrial

Conglomerates

2.1%

Siemens

AG

.........................................

Germany

96,281

16,051,596

Insurance

5.1%

ASR

Nederland

NV

....................................

Netherlands

392,973

17,726,080

NN

Group

NV

........................................

Netherlands

573,475

21,230,649

38,956,729

Interactive

Media

&

Services

1.5%

c

Tencent

Holdings

Ltd.

..................................

China

265,981

11,277,692

IT

Services

2.1%

Capgemini

SE

........................................

France

83,546

15,820,262

Machinery

2.8%

Alstom

SA

...........................................

France

570,966

17,045,332

Vossloh

AG

..........................................

Germany

100,408

4,495,209

21,540,541

Metals

&

Mining

3.0%

Rio

Tinto

plc

.........................................

Australia

366,146

23,268,470

Oil,

Gas

&

Consumable

Fuels

8.2%

BP

plc

..............................................

United

Kingdom

3,948,943

22,992,238

Shell

plc

............................................

Netherlands

925,036

27,595,384

Suncor

Energy,

Inc.

....................................

Canada

418,867

12,287,440

62,875,062

Personal

Care

Products

1.6%

Haleon

plc

..........................................

United

States

3,062,711

12,570,804

Pharmaceuticals

4.9%

GSK

plc

............................................

United

States

981,079

17,387,233

Novartis

AG

.........................................

Switzerland

199,008

20,064,996

37,452,229

Semiconductors

&

Semiconductor

Equipment

2.1%

a

Renesas

Electronics

Corp.

..............................

Japan

864,798

16,323,002

Software

2.0%

a

Check

Point

Software

Technologies

Ltd.

....................

Israel

122,973

15,447,868

Technology

Hardware,

Storage

&

Peripherals

3.3%

Samsung

Electronics

Co.

Ltd.

............................

South

Korea

468,276

25,786,379

Textiles,

Apparel

&

Luxury

Goods

2.8%

adidas

AG

...........................................

Germany

53,547

10,395,927

Cie

Financiere

Richemont

SA

............................

Switzerland

67,337

11,439,041

21,834,968

Tobacco

1.8%

British

American

Tobacco

plc

.............................

United

Kingdom

405,933

13,487,305

Trading

Companies

&

Distributors

2.1%

a

AerCap

Holdings

NV

...................................

Ireland

252,808

16,058,364

Total

Common

Stocks

(Cost

$664,564,693)

.....................................

750,564,572

Franklin

Mutual

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statements.

64

Short

Term

Investments

3.9%

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

3.9%

d

FHLB,

7/03/23

.......................................

United

States

26,900,000

$

26,900,000

d

U.S.

Treasury

Bills

,

7/13/23

...........................................

United

States

1,500,000

1,497,916

7/20/23

...........................................

United

States

1,500,000

1,496,457

2,994,373

Total

U.S.

Government

and

Agency

Securities

(Cost

$29,886,850)

.................

29,894,373

Total

Short

Term

Investments

(Cost

$29,886,850

)

................................

29,894,373

a

Total

Investments

(Cost

$694,451,543)

101.2%

..................................

$780,458,945

Other

Assets,

less

Liabilities

(1.2)%

...........................................

(9,110,406)

Net

Assets

100.0%

...........................................................

$771,348,539

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

a

Non-income

producing.

b

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

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.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

June

30,

2023,

the

value

of

this

security

was

$22,137,566,

representing

2.9%

of

net

assets.

c

Variable

interest

entity

(VIE).

d

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

Franklin

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statements.

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At

June

3

0

,

202

3

,

the

Fund

had

the

following futures

contracts

outstanding.

See

Note

1

(

d

). 

See

Note 

11

 regarding

other

derivative

information.

Futures

Contracts

Description

Type

Number

of

Contracts

Notional

Amount

*

Expiration

Date

Value/

Unrealized

Appreciation

(Depreciation)

Equity

contracts

MSCI

EAFE

Index

............................

Long

18

$

1,939,950

9/15/23

$

(8,677)

Total

Futures

Contracts

......................................................................

$(8,677)

*

As

of

period

end.

See

A

bbreviations

on

page

131

.

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financial

statements.

66

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

Z

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$12.96

$14.46

$13.31

$14.06

$12.95

$15.83

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.29

0.50

0.23

0.40

c

0.45

0.48

Net

realized

and

unrealized

gains

(losses)

(0.16)

(1.51)

1.29

(0.66)

1.16

(1.58)

Total

from

investment

operations

........

0.13

(1.01)

1.52

(0.26)

1.61

(1.10)

Less

distributions

from:

Net

investment

income

..............

—

(0.49)

(0.37)

(0.49)

(0.50)

(0.58)

Net

realized

gains

.................

—

—

—

—

—

(1.20)

Total

distributions

...................

—

(0.49)

(0.37)

(0.49)

(0.50)

(1.78)

Net

asset

value,

end

of

period

..........

$13.09

$12.96

$14.46

$13.31

$14.06

$12.95

Total

return

d

.......................

0.93

%

(6.86)%

11.51%

(1.83)%

12.40%

(6.85)%

Ratios

to

average

net

assets

e

Expenses

f,g

........................

0.83%

h

0.78%

h

0.87%

h

0.81%

h

0.78%

0.78%

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

0.06%

0.02%

0.06%

0.02%

0.02%

—%

i

Net

investment

income

...............

4.44%

3.60%

1.59%

3.22%

c

3.22%

2.96%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$1,981,681

$2,047,788

$2,397,948

$2,472,118

$3,042,387

$3,054,792

Portfolio

turnover

rate

................

52.84%

101.19%

66.95%

52.07%

60.96%

115.52%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.11

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.32%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

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part

of

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financial

statements.

Semiannual

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a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$12.74

$14.22

$13.09

$13.84

$12.75

$15.60

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.27

0.46

0.19

0.37

c

0.41

0.43

Net

realized

and

unrealized

gains

(losses)

(0.16)

(1.48)

1.28

(0.67)

1.14

(1.54)

Total

from

investment

operations

........

0.11

(1.02)

1.47

(0.30)

1.55

(1.11)

Less

distributions

from:

Net

investment

income

..............

—

(0.46)

(0.34)

(0.45)

(0.46)

(0.54)

Net

realized

gains

.................

—

—

—

—

—

(1.20)

Total

distributions

...................

—

(0.46)

(0.34)

(0.45)

(0.46)

(1.74)

Net

asset

value,

end

of

period

..........

$12.85

$12.74

$14.22

$13.09

$13.84

$12.75

Total

return

d

.......................

0.86%

(7.16)%

11.26%

(2.12)%

12.14%

(7.00)%

Ratios

to

average

net

assets

e

Expenses

f,g

........................

1.08%

h

1.03%

h

1.12%

h

1.06%

h

1.03%

1.03%

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

0.06%

0.02%

0.06%

0.02%

0.02%

—%

i

Net

investment

income

...............

4.18%

3.35%

1.34%

2.98%

c

2.97%

2.71%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$581,321

$617,190

$723,791

$760,173

$1,035,699

$1,067,382

Portfolio

turnover

rate

................

52.84%

101.19%

66.95%

52.07%

60.96%

115.52%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.11

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.08%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

68

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$12.71

$14.17

$13.01

$13.73

$12.64

$15.35

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.22

0.35

0.08

0.27

c

0.30

0.29

Net

realized

and

unrealized

gains

(losses)

(0.16)

(1.47)

1.27

(0.66)

1.12

(1.49)

Total

from

investment

operations

........

0.06

(1.12)

1.35

(0.39)

1.42

(1.20)

Less

distributions

from:

Net

investment

income

..............

—

(0.34)

(0.19)

(0.33)

(0.33)

(0.31)

Net

realized

gains

.................

—

—

—

—

—

(1.20)

Total

distributions

...................

—

(0.34)

(0.19)

(0.33)

(0.33)

(1.51)

Net

asset

value,

end

of

period

..........

$12.77

$12.71

$14.17

$13.01

$13.73

$12.64

Total

return

d

.......................

0.47%

(7.88)%

10.42%

(2.83)%

11.26%

(7.77)%

Ratios

to

average

net

assets

e

Expenses

f,g

........................

1.83%

h

1.78%

h

1.87%

h

1.81%

h

1.78%

1.78%

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

0.06%

0.02%

0.06%

0.02%

0.02%

—%

i

Net

investment

income

...............

3.42%

2.57%

0.55%

2.24%

c

2.22%

1.96%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$28,669

$33,039

$44,228

$65,715

$112,751

$141,619

Portfolio

turnover

rate

................

52.84%

101.19%

66.95%

52.07%

60.96%

115.52%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.11

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.34%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

69

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$12.52

$13.98

$12.87

$13.61

$12.54

$15.40

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.25

0.45

0.15

0.33

c

0.37

0.39

Net

realized

and

unrealized

gains

(losses)

(0.16)

(1.49)

1.27

(0.66)

1.12

(1.53)

Total

from

investment

operations

........

0.09

(1.04)

1.42

(0.33)

1.49

(1.14)

Less

distributions

from:

Net

investment

income

..............

—

(0.42)

(0.31)

(0.41)

(0.42)

(0.52)

Net

realized

gains

.................

—

—

—

—

—

(1.20)

Total

distributions

...................

—

(0.42)

(0.31)

(0.41)

(0.42)

(1.72)

Net

asset

value,

end

of

period

..........

$12.61

$12.52

$13.98

$12.87

$13.61

$12.54

Total

return

d

.......................

0.72%

(7.44)%

11.05%

(2.38)%

11.88%

(7.31)%

Ratios

to

average

net

assets

e

Expenses

f,g

........................

1.33%

h

1.27%

h

1.37%

h

1.31%

h

1.28%

1.28%

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

0.06%

0.02%

0.06%

0.02%

0.02%

—%

i

Net

investment

income

...............

3.92%

3.39%

1.10%

2.72%

c

2.72%

2.46%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$2,711

$3,725

$2,643

$2,495

$3,415

$2,929

Portfolio

turnover

rate

................

52.84%

101.19%

66.95%

52.07%

60.96%

115.52%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.11

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.82%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Includes

dividends

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).

f

Ratios

are

annualized

for

periods

less

than

one

year.

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

70

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$12.95

$14.45

$13.29

$14.05

$12.94

$15.81

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.29

0.51

0.23

0.41

c

0.46

0.49

Net

realized

and

unrealized

gains

(losses)

(0.17)

(1.51)

1.31

(0.68)

1.15

(1.57)

Total

from

investment

operations

........

0.12

(1.00)

1.54

(0.27)

1.61

(1.08)

Less

distributions

from:

Net

investment

income

..............

—

(0.50)

(0.38)

(0.49)

(0.50)

(0.59)

Net

realized

gains

.................

—

—

—

—

—

(1.20)

Total

distributions

...................

—

(0.50)

(0.38)

(0.49)

(0.50)

(1.79)

Net

asset

value,

end

of

period

..........

$13.07

$12.95

$14.45

$13.29

$14.05

$12.94

Total

return

d

.......................

1.00%

(6.88)%

11.67%

(1.79)%

12.40%

(6.73)%

Ratios

to

average

net

assets

e

Expenses

before

waiver

and

payments

by

affiliates

f

..........................

0.82%

0.76%

0.87%

0.79%

0.74%

0.74%

Expenses

net

of

waiver

and

payments

by

affiliates

f,g

.........................

0.78%

0.72%

0.82%

0.75%

0.72%

0.72%

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

0.06%

0.02%

0.06%

0.02%

0.02%

—%

h

Net

investment

income

...............

4.48%

3.65%

1.63%

3.28%

c

3.28%

3.02%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$29,814

$32,109

$39,292

$47,970

$107,723

$116,012

Portfolio

turnover

rate

................

52.84%

101.19%

66.95%

52.07%

60.96%

115.52%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.11

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.38%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Rounds

to

less

than

0.01%.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited),

June

30,

2023

Franklin

Mutual

Quest

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

71

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

68.9%

Air

Freight

&

Logistics

1.1%

United

Parcel

Service,

Inc.,

B

............................

United

States

158,041

$

28,328,849

Automobile

Components

1.1%

Denso

Corp.

.........................................

Japan

418,804

28,253,140

a,b,c

International

Automotive

Components

Group

Brazil

LLC

........

Brazil

2,548,299

81,270

28,334,410

Automobiles

1.1%

d

General

Motors

Co.

....................................

United

States

760,562

29,327,271

Banks

2.6%

PNC

Financial

Services

Group,

Inc.

(The)

...................

United

States

234,574

29,544,595

e

Wells

Fargo

&

Co.

.....................................

United

States

904,468

38,602,694

68,147,289

Beverages

1.0%

Heineken

NV

........................................

Netherlands

260,097

26,749,945

Biotechnology

2.6%

b,d

Horizon

Therapeutics

plc

................................

United

States

661,275

68,012,134

Broadline

Retail

0.5%

eBay,

Inc.

...........................................

United

States

290,949

13,002,511

Chemicals

2.4%

Avient

Corp.

.........................................

United

States

731,744

29,928,330

b,f

Covestro

AG,

144A,

Reg

S

..............................

Germany

662,378

34,468,465

64,396,795

Communications

Equipment

0.7%

a,b,c,g

Inclusive

Language

Services

LLC,

Membership

Interests,

B

......

United

States

106,532

17,315,589

a,b,c,g

Sorenson

Communications

LLC,

Membership

Interests

.........

United

States

224,279

—

17,315,589

Containers

&

Packaging

1.2%

International

Paper

Co.

.................................

United

States

952,289

30,292,313

Diversified

Telecommunication

Services

1.7%

Deutsche

Telekom

AG

..................................

Germany

1,303,571

28,444,592

a,b,c

Windstream

Holdings,

Inc.

...............................

United

States

1,714,983

15,443,468

43,888,060

Electric

Utilities

2.0%

Entergy

Corp.

........................................

United

States

441,518

42,990,608

PPL

Corp.

...........................................

United

States

343,707

9,094,487

52,085,095

Energy

Equipment

&

Services

2.2%

Baker

Hughes

Co.,

A

...................................

United

States

944,102

29,843,064

Schlumberger

NV

.....................................

United

States

583,010

28,637,451

58,480,515

Entertainment

3.7%

b,d

Activision

Blizzard,

Inc.

.................................

United

States

746,180

62,902,974

b,e

Walt

Disney

Co.

(The)

..................................

United

States

389,942

34,814,022

97,716,996

Financial

Services

3.6%

b,e

Fiserv,

Inc.

..........................................

United

States

186,682

23,549,934

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

72

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Financial

Services

(continued)

Global

Payments,

Inc.

..................................

United

States

416,795

$

41,062,643

e

Voya

Financial,

Inc.

....................................

United

States

401,677

28,804,258

93,416,835

Food

Products

0.5%

Danone

SA

..........................................

France

211,242

12,946,824

Health

Care

Equipment

&

Supplies

0.2%

Medtronic

plc

........................................

United

States

71,738

6,320,118

Health

Care

Providers

&

Services

6.4%

CVS

Health

Corp.

.....................................

United

States

696,972

48,181,674

Elevance

Health,

Inc.

..................................

United

States

146,694

65,174,677

Fresenius

SE

&

Co.

KGaA

...............................

Germany

549,025

15,229,573

Humana,

Inc.

........................................

United

States

86,526

38,688,371

167,274,295

Household

Products

0.9%

Reckitt

Benckiser

Group

plc

.............................

United

Kingdom

326,234

24,516,767

Independent

Power

and

Renewable

Electricity

Producers

0.3%

AES

Corp.

(The)

......................................

United

States

438,349

9,086,975

Insurance

8.5%

ASR

Nederland

NV

....................................

Netherlands

686,214

30,953,486

China

Pacific

Insurance

Group

Co.

Ltd.,

H

...................

China

11,827,500

30,705,526

Conduit

Holdings

Ltd.

..................................

United

States

3,154,832

18,470,595

Everest

Re

Group

Ltd.

.................................

United

States

136,277

46,587,655

Hartford

Financial

Services

Group,

Inc.

(The)

................

United

States

396,456

28,552,761

NN

Group

NV

........................................

Netherlands

1,076,665

39,859,273

Willis

Towers

Watson

plc

................................

United

States

114,849

27,046,940

222,176,236

Media

3.3%

b,e

Charter

Communications,

Inc.,

A

..........................

United

States

157,556

57,881,348

b

Clear

Channel

Outdoor

Holdings,

Inc.

......................

United

States

2,811,402

3,851,621

Comcast

Corp.,

A

.....................................

United

States

605,481

25,157,735

a,b,c

Tenerity

,

Inc.

.........................................

United

States

1

48

86,890,752

Metals

&

Mining

1.1%

Rio

Tinto

plc

.........................................

Australia

465,044

29,553,409

Office

REITs

0.4%

Vornado

Realty

Trust

...................................

United

States

530,447

9,622,309

Oil,

Gas

&

Consumable

Fuels

5.0%

BP

plc

..............................................

United

Kingdom

5,837,989

33,990,978

EOG

Resources,

Inc.

..................................

United

States

152,867

17,494,100

Shell

plc

............................................

Netherlands

441,770

13,178,744

Suncor

Energy,

Inc.

....................................

Canada

914,653

26,831,294

e

Williams

Cos.,

Inc.

(The)

................................

United

States

1,235,551

40,316,029

131,811,145

Passenger

Airlines

0.3%

Spirit

Airlines,

Inc.

.....................................

United

States

523,349

8,980,669

Personal

Care

Products

0.6%

Haleon

plc

..........................................

United

States

3,759,255

15,429,748

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

73

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Pharmaceuticals

4.6%

b,h

Bausch

Health

Cos.,

Inc.

................................

United

States

710,720

$

5,685,760

d,e

Eli

Lilly

&

Co.

........................................

United

States

58,594

27,479,414

GSK

plc

............................................

United

States

1,437,033

25,467,906

Merck

&

Co.,

Inc.

.....................................

United

States

233,399

26,931,911

Novartis

AG,

ADR

.....................................

Switzerland

356,884

36,013,164

121,578,155

Professional

Services

1.4%

SS&C

Technologies

Holdings,

Inc.

.........................

United

States

616,394

37,353,476

Real

Estate

Management

&

Development

0.7%

b

CBRE

Group,

Inc.,

A

...................................

United

States

28,790

2,323,641

b

Cushman

&

Wakefield

plc

...............................

United

States

424,488

3,472,312

Savills

plc

...........................................

United

Kingdom

1,155,329

12,487,530

18,283,483

Semiconductors

&

Semiconductor

Equipment

0.5%

b

Tower

Semiconductor

Ltd.

...............................

Israel

333,880

12,527,178

Software

3.1%

b

ACI

Worldwide,

Inc.

....................................

United

States

1,381,694

32,013,850

b

Check

Point

Software

Technologies

Ltd.

....................

Israel

396,346

49,788,984

81,802,834

Specialized

REITs

0.6%

Uniti

Group,

Inc.

......................................

United

States

3,241,488

14,975,675

Specialty

Retail

0.0%

a,b,c,g

Wayne

Services

Legacy,

Inc.

.............................

United

States

7,104

—

Tobacco

2.9%

British

American

Tobacco

plc

.............................

United

Kingdom

2,283,083

75,856,449

Wireless

Telecommunication

Services

0.1%

b

Intelsat

SA

..........................................

Luxembourg

106,029

2,401,557

Total

Common

Stocks

(Cost

$1,727,518,430)

....................................

1,808,882,661

Rights

Rights

0.0%

†

Diversified

Telecommunication

Services

0.0%

†

b

Intelsat

Jackson

Holdings

SA,

B,

12/05/25

...................

Luxembourg

128,313

652,279

Total

Rights

(Cost

$–)

........................................................

652,279

Warrants

Warrants

0.1%

Media

0.0%

†

a,b,c

Tenerity

,

Inc.,

4/10/24

..................................

United

States

48,380

798,156

Wireless

Telecommunication

Services

0.1%

b

Intelsat

Emergence

SA,

2/17/27

..........................

Luxembourg

323,376

841,242

841,242

Total

Warrants

(Cost

$8,327,945)

..............................................

1,639,398

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

74

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

Convertible

Bonds

0.3%

Media

0.3%

DISH

Network

Corp.

,

Senior

Note

,

2.375

%

,

3/15/24

............

United

States

8,000,000

$

7,120,000

Total

Convertible

Bonds

(Cost

$7,137,283)

.....................................

7,120,000

Corporate

Bonds

10.6%

Diversified

REITs

0.3%

f

Uniti

Group

LP

/

Uniti

Group

Finance,

Inc.

/

CSL

Capital

LLC

,

Senior

Secured

Note

,

144A,

10.5

%

,

2/15/28

.....................

United

States

7,000,000

6,950,746

Diversified

Telecommunication

Services

0.5%

Frontier

Communications

Holdings

LLC

,

Secured

Note

,

5.875

%

,

11/01/29

..........................................

United

States

13,464,222

9,842,481

f

Windstream

Escrow

LLC

/

Windstream

Escrow

Finance

Corp.

,

Senior

Secured

Note

,

144A,

7.75

%

,

8/15/28

................

United

States

4,363,000

3,625,569

13,468,050

Health

Care

Providers

&

Services

0.0%

†

f,i

Envision

Healthcare

Corp.

,

Senior

Note

,

144A,

8.75

%

,

10/15/26

..

United

States

10,000,000

163,850

Media

1.9%

f

Clear

Channel

Outdoor

Holdings,

Inc.

,

Senior

Note,

144A,

7.75%,

4/15/28

......................

United

States

31,000,000

24,373,130

Senior

Note,

144A,

7.5%,

6/01/29

.......................

United

States

19,000,000

14,081,495

DISH

DBS

Corp.

,

Senior

Note

,

5.875

%

,

11/15/24

..............

United

States

8,000,000

7,007,052

f

DISH

Network

Corp.

,

Senior

Secured

Note

,

144A,

11.75

%

,

11/15/27

United

States

6,101,000

5,960,928

51,422,605

Passenger

Airlines

1.1%

f

American

Airlines,

Inc.

,

Senior

Secured

Note

,

144A,

11.75

%

,

7/15/25

United

States

25,340,000

27,808,826

Pharmaceuticals

2.0%

f

Bausch

Health

Americas,

Inc.

,

Senior

Note,

144A,

9.25%,

4/01/26

......................

United

States

20,459,000

17,259,315

Senior

Note,

144A,

8.5%,

1/31/27

.......................

United

States

25,481,000

13,981,679

f

Bausch

Health

Cos.,

Inc.

,

Senior

Bond,

144A,

7.25%,

5/30/29

......................

United

States

45,000,000

19,178,550

Senior

Note,

144A,

9%,

12/15/25

.......................

United

States

2,107,000

1,840,538

52,260,082

Software

2.5%

f

Veritas

US,

Inc.

/

Veritas

Bermuda

Ltd.

,

Senior

Secured

Note

,

144A,

7.5

%

,

9/01/25

......................................

United

States

80,772,000

65,654,365

Specialty

Retail

2.3%

f

Staples,

Inc.

,

Senior

Note,

144A,

10.75%,

4/15/27

.....................

United

States

85,226,000

49,630,596

Senior

Secured

Note,

144A,

7.5%,

4/15/26

................

United

States

12,868,000

10,645,284

60,275,880

Total

Corporate

Bonds

(Cost

$352,545,790)

.....................................

278,004,404

j

Senior

Floating

Rate

Interests

8.4%

Commercial

Services

&

Supplies

1.0%

k,l

Neptune

BidCo

US,

Inc.

,

First

Lien,

CME

Term

Loan,

A

,

9.754

%

,

(

3-month

SOFR

+

4.75

%

),

10/11/28

......................

United

States

28,712,350

24,997,690

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

75

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

j

Senior

Floating

Rate

Interests

(continued)

Communications

Equipment

4.1%

a,c,g,m

Sorenson

Communications

LLC

,

Term

Loan,

A,

PIK,

10%,

4/01/30

........................

United

States

25,335,818

$

23,856,504

Term

Loan,

B,

PIK,

8%,

4/01/30

.........................

United

States

104,434,858

83,760,314

107,616,818

a

a

a

a

a

a

Health

Care

Providers

&

Services

0.4%

l

Covetrus

Midco

2

LP

,

First

Lien,

Initial

CME

Term

Loan

,

10.242

%

,

(

3-month

SOFR

+

5

%

),

10/13/29

........................

United

States

12,221,333

11,411,670

Media

0.1%

i,l

Loyalty

Ventures,

Inc.

,

Term

Loan,

B

,

11.5

%

,

(

3-month

USD

LIBOR

+

3.5

%

),

11/03/27

.....................................

United

States

27,715,757

3,436,754

Pharmaceuticals

1.4%

k,l

Bausch

Health

Cos.,

Inc.

,

Second

Amendment

CME

Term

Loan

,

10.426

%

,

(

1-month

SOFR

+

5.25

%

),

2/01/27

...............

United

States

49,350,649

37,422,597

l

Software

1.4%

Quest

Software

US

Holdings,

Inc.

,

Second

Lien,

Initial

CME

Term

Loan

,

12.695

%

,

(

3-month

SOFR

+

7.5

%

),

2/01/30

...........

United

States

46,841,437

31,383,763

Veritas

US,

Inc.

,

2021

Dollar

Term

Loan,

B

,

10.217

%

,

(

1-month

SOFR

+

5

%

),

9/01/25

.................................

United

States

7,347,338

6,025,956

37,409,719

a

a

a

a

a

a

Total

Senior

Floating

Rate

Interests

(Cost

$279,117,972)

.........................

222,295,248

Shares

a

Companies

in

Liquidation

0.0%

a,b,n

Bosgen

Liquidating

Trust

c/o

Verdolino

and

Lowey

P.C.,

Contingent

Distribution

........................................

Netherlands

159,828

—

a,b,n

Walter

Energy,

Inc.,

Litigation

Trust,

Contingent

Distribution

......

United

States

7,443,000

—

Total

Companies

in

Liquidation

(Cost

$–)

......................................

—

Total

Long

Term

Investments

(Cost

$2,374,647,420)

.............................

2,318,593,990

a

Number

of

Contracts

Notional

Amount

#

a

a

aa

Options

Purchased

0.0%

†

Calls

-

Exchange-Traded

Equity

Options

Humana,

Inc.,

August

Strike

Price

$465.00,

Expires

8/18/23

.....

100

4,471,300

84,000

Puts

-

Exchange-Traded

Carvana

Co.,

January

Strike

Price

$2.50,

Expires

1/19/24

.......

3,000

7,776,000

48,000

Total

Options

Purchased

(Cost

$407,158)

......................................

132,000

Short

Term

Investments

13.7%

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

13.7%

o

FHLB,

7/03/23

.......................................

United

States

325,300,000

325,300,000

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

76

Short

Term

Investments

(continued)

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

(continued)

o

U.S.

Treasury

Bills

,

8/22/23

...........................................

United

States

10,000,000

$

9,928,333

11/09/23

..........................................

United

States

10,000,000

9,814,324

e

11/16/23

..........................................

United

States

5,000,000

4,902,250

12/14/23

..........................................

United

States

10,000,000

9,762,276

34,407,183

Total

U.S.

Government

and

Agency

Securities

(Cost

$359,630,850)

................

359,707,183

Shares

p

Investments

from

Cash

Collateral

Received

for

Loaned

Securities

0.0%

†

Money

Market

Funds

0.0%

†

q,r

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

4.699%

....

United

States

100,000

100,000

Total

Investments

from

Cash

Collateral

Received

for

Loaned

Securities

(Cost

$100,000)

.............................................................

100,000

Total

Short

Term

Investments

(Cost

$359,730,850

)

...............................

359,807,183

a

Total

Investments

(Cost

$2,734,785,428)

102.0%

................................

$2,678,533,173

Options

Written

(0.2)%

.......................................................

(4,421,750)

Securities

Sold

Short

(3.4)%

..................................................

(89,677,600)

Other

Assets,

less

Liabilities

1.6%

.............................................

39,762,066

Net

Assets

100.0%

...........................................................

$2,624,195,889

Number

of

Contracts

Notional

Amount

#

s

Options

Written

(0.2)%

Calls

-

Exchange-Traded

Equity

Options

Activision

Blizzard,

Inc.,

July

Strike

Price

$82.50,

Expires

7/21/23

.

3,000

25,290,000

(1,440,000)

Activision

Blizzard,

Inc.,

August

Strike

Price

$85.00,

Expires

8/18/23

2,000

16,860,000

(880,000)

Eli

Lilly

&

Co.,

July

Strike

Price

$400.00,

Expires

7/21/23

........

150

7,034,700

(1,044,750)

General

Motors

Co.,

July

Strike

Price

$36.00,

Expires

7/21/23

....

2,000

7,712,000

(576,000)

Horizon

Therapeutics

plc,

August

Strike

Price

$105.00,

Expires

8/18/23

...........................................

1,000

10,285,000

(250,000)

(4,190,750)

Puts

-

Exchange-Traded

Equity

Options

Humana,

Inc.,

August

Strike

Price

$430.00,

Expires

8/18/23

.....

300

13,413,900

(231,000)

(231,000)

Total

Options

Written

(Premiums

received

$2,518,115)

...........................

$

(4,421,750)

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

77

a

a

a

Country

Shares

a

Value

a

a

a

a

a

a

t

Securities

Sold

Short

(3.4)%

Common

Stocks

(3.4)%

Health

Care

Equipment

&

Supplies

(0.1)%

Bausch

+

Lomb

Corp.

..................................

United

States

172,546

(3,462,998)

Passenger

Airlines

(1.9)%

American

Airlines

Group,

Inc.

............................

United

States

2,851,276

(51,151,892)

Specialized

REITs

(0.9)%

Digital

Realty

Trust,

Inc.

................................

United

States

202,232

(23,028,158)

Specialty

Retail

(0.5)%

Carvana

Co.,

A

.......................................

United

States

464,296

(12,034,552)

Total

Common

Stocks

(Proceeds

$78,588,919)

..................................

(89,677,600)

Total

Securities

Sold

Short

(Proceeds

$78,588,919)

..............................

$(89,677,600)

#

Notional

amount

is

the

number

of

contracts

multiplied

by

contract

size,

and

may

be

multiplied

by

the

underlying

price.

May

include

currency

units,

bushels,

shares,

pounds,

barrels

or

other

units.

Currency

units

are

stated

in

U.S.

dollars

unless

otherwise

indicated.

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

†

Rounds

to

less

than

0.1%

of

net

assets.

a

Fair

valued

using

significant

unobservable

inputs.

See

Note

14

regarding

fair

value

measurements.

b

Non-income

producing.

c

See

Note

10

regarding

restricted

securities.

d

A

portion

or

all

of

the

security

is

held

in

connection

with

written

option

contracts

open

at

period

end.

e

A

portion

or

all

of

the

security

has

been

segregated

as

collateral

for

securities

sold

short,

open

forward

exchange

contracts

and

open

written

options

contracts.

At

June

30,

2023,

the

aggregate

value

of

these

securities

pledged

amounted

to

$153,692,061,

representing

5.9%

of

net

assets.

f

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

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.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

June

30,

2023,

the

aggregate

value

of

these

securities

was

$295,623,336,

representing

11.3%

of

net

assets.

g

See

Note

12

regarding

holdings

of

5%

voting

securities.

h

A

portion

or

all

of

the

security

is

on

loan

at

June

30,

2023.

See

Note

1(g).

i

See

Note

8

regarding

credit

risk

and

defaulted

securities.

j

See

Note

1(h)

regarding

senior

floating

rate

interests.

k

A

portion

or

all

of

the

security

purchased

on

a

delayed

delivery

basis.

See

Note

1(c).

l

The

coupon

rate

shown

represents

the

rate

inclusive

of

any

caps

or

floors,

if

applicable,

in

effect

at

period

end.

m

Income

may

be

received

in

additional

securities

and/or

cash.

n

Contingent

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.

o

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

p

See

Note

1(g)

regarding

securities

on

loan.

q

See

Note

3(f)

regarding

investments

in

affiliated

management

investment

companies.

r

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

s

See

Note

1(d)

regarding

written

options.

t

See

Note

1(f)

regarding

securities

sold

short.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Quest

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

78

At

June

30,

2023,

the

Fund

had

the

following futures

contracts

outstanding.

See

Note

1(d).

At

June

3

0

,

202

3

,

the

Fund

had

the

following

forward

exchange

contracts

outstanding.

See

Note

1

(

d

). 

See

Note 

11

 regarding

other

derivative

information.

Futures

Contracts

Description

Type

Number

of

Contracts

Notional

Amount

*

Expiration

Date

Value/

Unrealized

Appreciation

(Depreciation)

Foreign

exchange

contracts

Foreign

Exchange

EUR/USD

...................

Short

143

$

19,578,488

9/18/23

$

(257,952)

Foreign

Exchange

GBP/USD

...................

Short

249

19,762,819

9/18/23

(162,465)

Total

Futures

Contracts

......................................................................

$(420,417)

*

As

of

period

end.

Forward

Exchange

Contracts

Currency

Counter-

party

a

Type

Quantity

Contract

Amount

*

Settlement

Date

Unrealized

Appreciation

Unrealized

Depreciation

a

a

a

a

a

a

a

a

OTC

Forward

Exchange

Contracts

Euro

.............

BOFA

Buy

4,432,061

4,859,113

7/11/23

$

—

$

(20,841)

Euro

.............

BOFA

Sell

11,466,961

12,587,318

7/11/23

99,740

(30,364)

Euro

.............

HSBK

Buy

2,674,024

2,946,614

7/11/23

—

(27,508)

Euro

.............

UBSW

Buy

280,000

306,602

7/11/23

—

(939)

Euro

.............

UBSW

Sell

13,571,364

14,872,605

7/11/23

95,704

(38,319)

British

Pound

......

BOFA

Buy

521,255

657,005

7/17/23

5,042

—

British

Pound

......

UBSW

Sell

29,362,723

36,927,215

7/17/23

31,671

(398,108)

Total

Forward

Exchange

Contracts

...................................................

$232,157

$(516,079)

Net

unrealized

appreciation

(depreciation)

............................................

$(283,922)

*

In

U.S.

dollars

unless

otherwise

indicated.

a

May

be

comprised

of

multiple

contracts

with

the

same

counterparty,

currency

and

settlement

date.

See

Abbreviations

on

page

131

.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Shares

Fund

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

79

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

Z

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$22.86

$27.09

$25.33

$27.56

$24.25

$28.63

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.23

0.43

0.39

0.83

c

0.63

0.51

Net

realized

and

unrealized

gains

(losses)

1.02

(2.45)

4.43

(2.11)

4.90

(3.11)

Total

from

investment

operations

........

1.25

(2.02)

4.82

(1.28)

5.53

(2.60)

Less

distributions

from:

Net

investment

income

..............

—

(0.37)

(0.94)

(0.53)

(0.71)

(0.53)

Net

realized

gains

.................

—

(1.84)

(2.12)

(0.42)

(1.51)

(1.25)

Total

distributions

...................

—

(2.21)

(3.06)

(0.95)

(2.22)

(1.78)

Net

asset

value,

end

of

period

..........

$24.11

$22.86

$27.09

$25.33

$27.56

$24.25

Total

return

d

.......................

5.47%

(7.11)%

19.34%

(4.34)%

23.13%

(8.95)%

Ratios

to

average

net

assets

e

Expenses

f

,g

........................

0.75%

0.75%

0.81%

h

0.80%

h

0.78%

h

0.76%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

i

—%

i

0.02%

0.02%

0.02%

—%

i

Net

investment

income

...............

1.95%

1.70%

1.36%

3.56%

c

2.32%

1.77%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$3,826,041

$3,785,598

$4,717,528

$4,376,135

$5,472,276

$5,189,476

Portfolio

turnover

rate

................

17.04%

59.69%

41.18%

j

21.35%

21.71%

20.72%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.30%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

j

Excludes

the

value

of

portfolio

activity

as

a

result

of

in-kind

transactions.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

80

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$22.54

$26.75

$25.04

$27.26

$24.00

$28.35

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.20

0.36

0.31

0.76

c

0.56

0.43

Net

realized

and

unrealized

gains

(losses)

1.00

(2.42)

4.39

(2.10)

4.85

(3.07)

Total

from

investment

operations

........

1.20

(2.06)

4.70

(1.34)

5.41

(2.64)

Less

distributions

from:

Net

investment

income

..............

—

(0.31)

(0.87)

(0.46)

(0.64)

(0.46)

Net

realized

gains

.................

—

(1.84)

(2.12)

(0.42)

(1.51)

(1.25)

Total

distributions

...................

—

(2.15)

(2.99)

(0.88)

(2.15)

(1.71)

Net

asset

value,

end

of

period

..........

$23.74

$22.54

$26.75

$25.04

$27.26

$24.00

Total

return

d

.......................

5.32%

(7.35)%

19.07%

(4.60)%

22.86%

(9.18)%

Ratios

to

average

net

assets

e

Expenses

f

,g

........................

1.00%

1.00%

1.06%

h

1.05%

h

1.03%

h

1.01%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

i

—%

i

0.02%

0.02%

0.02%

—%

i

Net

investment

income

...............

1.70%

1.45%

1.11%

3.32%

c

2.07%

1.52%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$2,589,682

$2,601,790

$3,125,320

$2,965,127

$4,042,626

$3,852,134

Portfolio

turnover

rate

................

17.04%

59.69%

41.18%

j

21.35%

21.71%

20.72%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.07%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

j

Excludes

the

value

of

portfolio

activity

as

a

result

of

in-kind

transactions.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

81

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$22.55

$26.75

$25.02

$27.22

$23.97

$28.04

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.11

0.17

0.10

0.60

c

0.36

0.21

Net

realized

and

unrealized

gains

(losses)

1.00

(2.41)

4.37

(2.12)

4.82

(3.00)

Total

from

investment

operations

........

1.11

(2.24)

4.47

(1.52)

5.18

(2.79)

Less

distributions

from:

Net

investment

income

..............

—

(0.12)

(0.62)

(0.26)

(0.42)

(0.03)

Net

realized

gains

.................

—

(1.84)

(2.12)

(0.42)

(1.51)

(1.25)

Total

distributions

...................

—

(1.96)

(2.74)

(0.68)

(1.93)

(1.28)

Net

asset

value,

end

of

period

..........

$23.66

$22.55

$26.75

$25.02

$27.22

$23.97

Total

return

d

.......................

4.92%

(8.04)%

18.13%

(5.29)%

21.93%

(9.87)%

Ratios

to

average

net

assets

e

Expenses

f

,g

........................

1.75%

1.75%

1.81%

h

1.80%

h

1.78%

h

1.76%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

i

—%

i

0.02%

0.02%

0.02%

—%

i

Net

investment

income

...............

0.95%

0.69%

0.35%

2.63%

c

1.32%

0.77%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$155,657

$158,150

$192,660

$206,196

$302,296

$309,756

Portfolio

turnover

rate

................

17.04%

59.69%

41.18%

j

21.35%

21.71%

20.72%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.37%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable,

and

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

j

Excludes

the

value

of

portfolio

activity

as

a

result

of

in-kind

transactions.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

82

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$22.45

$26.65

$24.96

$27.17

$23.91

$28.21

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.17

0.29

0.24

0.70

c

0.49

0.36

Net

realized

and

unrealized

gains

(losses)

1.00

(2.40)

4.36

(2.09)

4.83

(3.05)

Total

from

investment

operations

........

1.17

(2.11)

4.60

(1.39)

5.32

(2.69)

Less

distributions

from:

Net

investment

income

..............

—

(0.25)

(0.79)

(0.40)

(0.55)

(0.36)

Net

realized

gains

.................

—

(1.84)

(2.12)

(0.42)

(1.51)

(1.25)

Total

distributions

...................

—

(2.09)

(2.91)

(0.82)

(2.06)

(1.61)

Net

asset

value,

end

of

period

..........

$23.62

$22.45

$26.65

$24.96

$27.17

$23.91

Total

return

d

.......................

5.21%

(7.60)%

18.75%

(4.80)%

22.55%

(9.41)%

Ratios

to

average

net

assets

e

Expenses

f

,g

........................

1.25%

1.25%

1.31%

h

1.30%

h

1.28%

h

1.26%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

i

—%

i

0.02%

0.02%

0.02%

—%

i

Net

investment

income

...............

1.45%

1.19%

0.86%

3.06%

c

1.82%

1.27%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$39,418

$38,759

$49,843

$48,216

$66,038

$74,345

Portfolio

turnover

rate

................

17.04%

59.69%

41.18%

j

21.35%

21.71%

20.72%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.80%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

j

Excludes

the

value

of

portfolio

activity

as

a

result

of

in-kind

transactions.

Franklin

Mutual

Series

Funds

Financial

Highlights

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

83

a

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

2021

2020

2019

2018

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

period)

Net

asset

value,

beginning

of

period

.....

$22.84

$27.07

$25.32

$27.55

$24.23

$28.61

Income

from

investment

operations

a

:

Net

investment

income

b

.............

0.23

0.44

0.39

0.83

c

0.64

0.53

Net

realized

and

unrealized

gains

(losses)

1.02

(2.44)

4.43

(2.09)

4.92

(3.11)

Total

from

investment

operations

........

1.25

(2.00)

4.82

(1.26)

5.56

(2.58)

Less

distributions

from:

Net

investment

income

..............

—

(0.39)

(0.95)

(0.55)

(0.73)

(0.55)

Net

realized

gains

.................

—

(1.84)

(2.12)

(0.42)

(1.51)

(1.25)

Total

distributions

...................

—

(2.23)

(3.07)

(0.97)

(2.24)

(1.80)

Net

asset

value,

end

of

period

..........

$24.09

$22.84

$27.07

$25.32

$27.55

$24.23

Total

return

d

.......................

5.47%

(7.05)%

19.37%

(4.27)%

23.26%

(8.88)%

Ratios

to

average

net

assets

e

Expenses

f,g

........................

0.71%

0.68%

0.74%

h

0.72%

h

0.70%

h

0.69%

h

Expenses

-

incurred

in

connection

with

securities

sold

short

.................

—%

i

—%

i

0.02%

0.02%

0.02%

—%

i

Net

investment

income

...............

2.00%

1.76%

1.40%

3.57%

c

2.40%

1.84%

Supplemental

data

Net

assets,

end

of

period

(000’s)

........

$289,593

$286,332

$372,115

$1,449,696

$1,680,600

$3,160,186

Portfolio

turnover

rate

................

17.04%

59.69%

41.18%

j

21.35%

21.71%

20.72%

a

The

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.

b

Based

on

average

daily

shares

outstanding.

c

Net

investment

income

per

share

includes

approximately

$0.29

per

share

related

to

income

received

in

the

form

of

special

dividends

and

an

adjustment

for

EU

reclaims

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

2.31%.

d

Total

return

is

not

annualized

for

periods

less

than

one

year.

e

Ratios

are

annualized

for

periods

less

than

one

year.

f

Includes

dividends

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).

g

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

h

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

i

Rounds

to

less

than

0.01%.

j

Excludes

the

value

of

portfolio

activity

as

a

result

of

in-kind

transactions.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited),

June

30,

2023

Franklin

Mutual

Shares

Fund

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

84

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

91.4%

Air

Freight

&

Logistics

1.5%

United

Parcel

Service,

Inc.,

B

............................

United

States

571,110

$

102,371,468

Automobile

Components

0.0%

†

a,b,c,d

International

Automotive

Components

Group

Brazil

LLC

........

Brazil

7,234,813

230,733

Automobiles

2.0%

General

Motors

Co.

....................................

United

States

3,557,202

137,165,709

Banks

5.0%

Bank

of

America

Corp.

.................................

United

States

4,916,834

141,063,967

JPMorgan

Chase

&

Co.

.................................

United

States

1,417,449

206,153,783

347,217,750

Biotechnology

0.8%

b

Horizon

Therapeutics

plc

................................

United

States

552,751

56,850,440

Building

Products

2.0%

Johnson

Controls

International

plc

.........................

United

States

2,071,866

141,176,949

Capital

Markets

1.7%

BlackRock,

Inc.

.......................................

United

States

171,554

118,567,832

Consumer

Finance

2.2%

Bread

Financial

Holdings,

Inc.

............................

United

States

665,990

20,905,426

Capital

One

Financial

Corp.

.............................

United

States

1,176,988

128,727,178

149,632,604

Containers

&

Packaging

1.6%

International

Paper

Co.

.................................

United

States

3,492,896

111,109,022

Diversified

Telecommunication

Services

0.3%

a,b,c

Windstream

Holdings,

Inc.

...............................

United

States

2,243,497

20,202,751

Electronic

Equipment,

Instruments

&

Components

2.3%

b

Flex

Ltd.

............................................

United

States

5,653,521

156,263,320

Energy

Equipment

&

Services

2.3%

Schlumberger

NV

.....................................

United

States

3,289,690

161,589,573

Entertainment

4.1%

b

Activision

Blizzard,

Inc.

.................................

United

States

1,777,337

149,829,509

b

Walt

Disney

Co.

(The)

..................................

United

States

1,466,278

130,909,300

280,738,809

Financial

Services

6.5%

b

Fiserv,

Inc.

..........................................

United

States

1,528,322

192,797,820

Global

Payments,

Inc.

..................................

United

States

1,315,433

129,596,459

Voya

Financial,

Inc.

....................................

United

States

1,802,571

129,262,367

451,656,646

Food

Products

2.2%

Kraft

Heinz

Co.

(The)

..................................

United

States

4,276,007

151,798,249

Health

Care

Equipment

&

Supplies

2.2%

Medtronic

plc

........................................

United

States

1,730,730

152,477,313

Health

Care

Providers

&

Services

5.4%

CVS

Health

Corp.

.....................................

United

States

2,109,344

145,818,951

Elevance

Health,

Inc.

..................................

United

States

271,296

120,534,100

Humana,

Inc.

........................................

United

States

233,632

104,463,876

370,816,927

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

85

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Household

Durables

1.9%

DR

Horton,

Inc.

.......................................

United

States

1,062,722

$

129,322,640

Insurance

3.4%

Everest

Re

Group

Ltd.

.................................

United

States

349,351

119,429,133

Willis

Towers

Watson

plc

................................

United

States

506,203

119,210,806

238,639,939

Interactive

Media

&

Services

3.0%

b

Match

Group,

Inc.

.....................................

United

States

866,828

36,276,752

b

Meta

Platforms,

Inc.,

A

.................................

United

States

598,294

171,698,412

207,975,164

Machinery

2.2%

Parker-Hannifin

Corp.

..................................

United

States

383,932

149,748,837

Media

3.9%

b

Charter

Communications,

Inc.,

A

..........................

United

States

377,249

138,589,965

Comcast

Corp.,

A

.....................................

United

States

3,231,399

134,264,629

272,854,594

Metals

&

Mining

1.1%

Alcoa

Corp.

..........................................

United

States

2,162,225

73,364,294

Oil,

Gas

&

Consumable

Fuels

5.9%

BP

plc

..............................................

United

Kingdom

21,182,711

123,333,748

Chevron

Corp.

.......................................

United

States

903,156

142,111,596

Williams

Cos.,

Inc.

(The)

................................

United

States

4,455,406

145,379,898

410,825,242

Personal

Care

Products

0.8%

b

Kenvue,

Inc.

.........................................

United

States

2,021,618

53,411,148

Pharmaceuticals

7.7%

Eli

Lilly

&

Co.

........................................

United

States

221,482

103,870,628

GSK

plc

............................................

United

States

7,016,560

124,351,419

Merck

&

Co.,

Inc.

.....................................

United

States

1,240,936

143,191,605

Novartis

AG,

ADR

.....................................

Switzerland

1,558,716

157,290,032

528,703,684

Professional

Services

3.7%

KBR,

Inc.

...........................................

United

States

1,965,650

127,885,189

SS&C

Technologies

Holdings,

Inc.

.........................

United

States

2,098,415

127,163,949

255,049,138

Real

Estate

Management

&

Development

2.5%

b

CBRE

Group,

Inc.,

A

...................................

United

States

2,111,230

170,397,373

Retail

REITs

2.2%

Brixmor

Property

Group,

Inc.

.............................

United

States

6,802,750

149,660,500

Software

3.4%

Gen

Digital,

Inc.

......................................

United

States

5,515,762

102,317,385

Oracle

Corp.

.........................................

United

States

1,122,259

133,649,824

235,967,209

Specialty

Retail

0.0%

a,b,c,d

Wayne

Services

Legacy,

Inc.

.............................

United

States

7,469

—

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

86

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Textiles,

Apparel

&

Luxury

Goods

2.3%

Tapestry,

Inc.

........................................

United

States

3,666,798

$

156,938,954

Tobacco

2.0%

British

American

Tobacco

plc

.............................

United

Kingdom

4,117,617

136,809,659

Trading

Companies

&

Distributors

1.5%

Ferguson

plc

.........................................

United

States

658,754

103,628,592

Wireless

Telecommunication

Services

1.8%

b

T-Mobile

US,

Inc.

.....................................

United

States

903,386

125,480,315

Total

Common

Stocks

(Cost

$4,924,370,127)

....................................

6,308,643,377

Principal

Amount

*

Corporate

Bonds

2.0%

Hotels,

Restaurants

&

Leisure

0.2%

e

Carnival

Holdings

Bermuda

Ltd.

,

Senior

Note

,

144A,

10.375

%

,

5/01/28

...........................................

United

States

9,230,300

10,104,166

Pharmaceuticals

0.1%

e

Bausch

Health

Americas,

Inc.

,

Senior

Note

,

144A,

8.5

%

,

1/31/27

..

United

States

12,778,000

7,011,416

e

Bausch

Health

Cos.,

Inc.

,

Senior

Note

,

144A,

9

%

,

12/15/25

......

United

States

1,057,000

923,327

7,934,743

Software

1.0%

e

Veritas

US,

Inc.

/

Veritas

Bermuda

Ltd.

,

Senior

Secured

Note

,

144A,

7.5

%

,

9/01/25

......................................

United

States

86,667,000

70,446,032

Specialty

Retail

0.7%

e

Staples,

Inc.

,

Senior

Note,

144A,

10.75%,

4/15/27

.....................

United

States

53,102,000

30,923,473

Senior

Secured

Note,

144A,

7.5%,

4/15/26

................

United

States

20,102,000

16,629,741

47,553,214

Total

Corporate

Bonds

(Cost

$168,590,019)

.....................................

136,038,155

f

Senior

Floating

Rate

Interests

2.1%

Commercial

Services

&

Supplies

0.5%

g,h

Neptune

BidCo

US,

Inc.

,

First

Lien,

CME

Term

Loan,

A

,

9.754

%

,

(

3-month

SOFR

+

4.75

%

),

10/11/28

......................

United

States

38,283,150

33,330,267

Professional

Services

0.4%

g,h

CoreLogic,

Inc.

,

First

Lien,

Initial

Term

Loan

,

8.75

%

,

(

1-month

USD

LIBOR

+

3.5

%

),

6/02/28

...............................

United

States

27,731,269

25,103,731

h

Software

1.2%

Banff

Guarantor,

Inc.

,

Second

Lien,

Initial

Term

Loan

,

10.717

%

,

(

1-month

SOFR

+

5.5

%

),

2/27/26

........................

United

States

20,487,800

20,026,825

Quest

Software

US

Holdings,

Inc.

,

Second

Lien,

Initial

CME

Term

Loan

,

12.695

%

,

(

3-month

SOFR

+

7.5

%

),

2/01/30

...........

United

States

40,126,436

26,884,712

Veritas

US,

Inc.

,

2021

Dollar

Term

Loan,

B

,

10.217

%

,

(

1-month

SOFR

+

5

%

),

9/01/25

.................................

United

States

47,212,064

38,721,210

85,632,747

a

a

a

a

a

a

Total

Senior

Floating

Rate

Interests

(Cost

$165,052,089)

.........................

144,066,745

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

87

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Companies

in

Liquidation

0.0%

a,b,i

Bosgen

Liquidating

Trust

c/o

Verdolino

and

Lowey

P.C.,

Contingent

Distribution

........................................

Netherlands

555,154

$

—

a,b,i

Walter

Energy,

Inc.,

Litigation

Trust,

Contingent

Distribution

......

United

States

20,046,000

—

Total

Companies

in

Liquidation

(Cost

$–)

......................................

—

Total

Long

Term

Investments

(Cost

$5,258,012,235)

.............................

6,588,748,277

a

Short

Term

Investments

5.1%

a

a

Country

Principal

Amount

*

a

Value

a

a

a

a

a

a

U.S.

Government

and

Agency

Securities

5.1%

j

FHLB,

7/03/23

.......................................

United

States

345,000,000

345,000,000

j,k

U.S.

Treasury

Bills,

12/14/23

.............................

United

States

5,000,000

4,881,138

Total

U.S.

Government

and

Agency

Securities

(Cost

$349,790,186)

................

349,881,138

Total

Short

Term

Investments

(Cost

$349,790,186

)

...............................

349,881,138

a

Total

Investments

(Cost

$5,607,802,421)

100.6%

................................

$6,938,629,415

Other

Assets,

less

Liabilities

(0.6)%

...........................................

(38,238,940)

Net

Assets

100.0%

...........................................................

$6,900,390,475

*

The

principal

amount

is

stated

in

U.S.

dollars

unless

otherwise

indicated.

†

Rounds

to

less

than

0.1%

of

net

assets.

a

Fair

valued

using

significant

unobservable

inputs.

See

Note

14

regarding

fair

value

measurements.

b

Non-income

producing.

c

See

Note

10

regarding

restricted

securities.

d

See

Note

12

regarding

holdings

of

5%

voting

securities.

e

Security

was

purchased

pursuant

to

Rule

144A

or

Regulation

S

under

the

Securities

Act

of

1933.

144A

securities

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.

Regulation

S

securities

cannot

be

sold

in

the

United

States

without

either

an

effective

registration

statement

filed

pursuant

to

the

Securities

Act

of

1933,

or

pursuant

to

an

exemption

from

registration.

At

June

30,

2023,

the

aggregate

value

of

these

securities

was

$136,038,155,

representing

2.0%

of

net

assets.

f

See

Note

1(h)

regarding

senior

floating

rate

interests.

g

A

portion

or

all

of

the

security

purchased

on

a

delayed

delivery

basis.

See

Note

1(c).

h

The

coupon

rate

shown

represents

the

rate

inclusive

of

any

caps

or

floors,

if

applicable,

in

effect

at

period

end.

i

Contingent

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.

j

The

security

was

issued

on

a

discount

basis

with

no

stated

coupon

rate.

k

A

portion

or

all

of

the

security

has

been

segregated

as

collateral

for

open

forward

exchange

contracts.

At

June

30,

2023,

the

value

of

this

security

pledged

amounted

to

$203,055,

representing

less

than

0.1%

of

net

assets.

Franklin

Mutual

Series

Funds

Schedule

of

Investments

(unaudited)

Franklin

Mutual

Shares

Fund

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

88

At

June

30,

2023,

the

Fund

had

the

following futures

contracts

outstanding.

See

Note

1(d).

At

June

3

0

,

202

3

,

the

Fund

had

the

following

forward

exchange

contracts

outstanding.

See

Note

1

(

d

). 

See

Note 

11

 regarding

other

derivative

information.

See

Abbreviations

on

page

131

.

Futures

Contracts

Description

Type

Number

of

Contracts

Notional

Amount

*

Expiration

Date

Value/

Unrealized

Appreciation

(Depreciation)

Foreign

exchange

contracts

Foreign

Exchange

GBP/USD

...................

Short

326

$

25,874,212

9/18/23

$

(212,705)

Total

Futures

Contracts

......................................................................

$(212,705)

*

As

of

period

end.

Forward

Exchange

Contracts

Currency

Counter-

party

a

Type

Quantity

Contract

Amount

*

Settlement

Date

Unrealized

Appreciation

Unrealized

Depreciation

a

a

a

a

a

a

a

a

OTC

Forward

Exchange

Contracts

British

Pound

......

BOFA

Buy

783,696

987,794

7/17/23

$

7,580

$

—

British

Pound

......

BOFA

Sell

2,500,000

3,118,750

7/17/23

—

(56,505)

British

Pound

......

HSBK

Buy

301,714

374,453

7/17/23

8,755

—

British

Pound

......

HSBK

Sell

508,206

634,003

7/17/23

—

(11,470)

British

Pound

......

UBSW

Buy

1,116,458

1,399,048

7/17/23

18,968

—

British

Pound

......

UBSW

Sell

21,251,725

26,665,122

7/17/23

—

(326,737)

Total

Forward

Exchange

Contracts

...................................................

$35,303

$(394,712)

Net

unrealized

appreciation

(depreciation)

............................................

$(359,409)

*

In

U.S.

dollars

unless

otherwise

indicated.

a

May

be

comprised

of

multiple

contracts

with

the

same

counterparty,

currency

and

settlement

date.

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Assets

and

Liabilities

June

30,

2023

(unaudited)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

89

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

.................................

$2,401,948,764

$294,925,462

$7,182,686,645

Cost

-

Non-controlled

affiliates

(Note

3

f

and

12

)

.................

—

2,226,755

—

Value

-

Unaffiliated

issuers

................................

$3,025,866,906

$330,434,049

$8,985,228,544

Value

-

Non-controlled

affiliates

(Note

3

f

and

12

)

................

—

118,307

—

Cash

..................................................

144,498

104,732

353,936

Restricted

cash

for

OTC

derivative

contracts

(Note

1

e

)

.............

—

—

830,000

Foreign

currency,

at

value

(cost

$–,

$780,118

and

$7,713,329,

respectively)

............................................

—

782,253

7,744,554

Receivables:

Investment

securities

sold

.................................

25,966,580

—

—

Capital

shares

sold

......................................

612,104

361,547

1,882,824

Dividends

and

interest

...................................

6,512,650

645,725

18,704,919

European

Union

tax

reclaims

(Note

1

i

)

.......................

4,482,924

113,956

1,895,648

Deposits

with

brokers

for:

Futures

contracts

......................................

—

296,070

5,665,880

Unrealized

appreciation

on

OTC

forward

exchange

contracts

........

—

274,994

14,805,961

Total

assets

........................................

3,063,585,662

333,131,633

9,037,112,266

Liabilities:

Payables:

Investment

securities

purchased

............................

61,722,633

—

58,365,965

Capital

shares

redeemed

.................................

1,178,195

229,672

5,540,889

Management

fees

.......................................

1,631,273

236,120

6,078,201

Distribution

fees

........................................

180,149

54,473

1,224,054

Transfer

agent

fees

......................................

449,811

57,455

1,897,171

Trustees'

fees

and

expenses

...............................

71,534

5,761

458,317

IRS

closing

agreement

payments

for

European

Union

tax

reclaims

(Note

1

i

)

..............................................

—

320,011

10,377,597

Variation

margin

on

futures

contracts

.........................

—

61,638

1,189,031

Deposits

from

brokers

for:

OTC

derivative

contracts

................................

—

—

830,000

Unrealized

depreciation

on

OTC

forward

exchange

contracts

........

—

131,497

563,696

Accrued

expenses

and

other

liabilities

.........................

263,471

100,662

951,798

Total

liabilities

.......................................

65,497,066

1,197,289

87,476,719

Net

assets,

at

value

...............................

$2,998,088,596

$331,934,344

$8,949,635,547

Net

assets

consist

of:

Paid-in

capital

...........................................

$2,379,749,788

$351,979,505

$6,856,382,091

Total

distributable

earnings

(losses)

...........................

618,338,808

(20,045,161)

2,093,253,456

Net

assets,

at

value

...............................

$2,998,088,596

$331,934,344

$8,949,635,547

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Assets

and

Liabilities

(continued)

June

30,

2023

(unaudited)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

90

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Class

Z:

Net

assets,

at

value

.....................................

$2,069,092,922

$105,759,835

$3,039,487,113

Shares

outstanding

......................................

133,858,427

4,596,187

100,703,405

Net

asset

value

and

maximum

offering

price

per

share

...........

$15.46

$23.01

$30.18

Class

A:

Net

assets,

at

value

.....................................

$819,488,872

$209,144,681

$5,033,345,149

Shares

outstanding

......................................

53,760,222

9,069,887

171,658,026

Net

asset

value

per

share

a

................................

$15.24

$23.06

$29.32

Maximum

offering

price

per

share

(net

asset

value

per

share

÷

94.50%)

..............................................

$16.13

$24.40

$31.03

Class

C:

Net

assets,

at

value

.....................................

$17,746,354

$14,590,381

$197,800,582

Shares

outstanding

......................................

1,158,041

638,137

6,731,652

Net

asset

value

and

maximum

offering

price

per

share

a

...........

$15.32

$22.86

$29.38

Class

R:

Net

assets,

at

value

.....................................

$1,193,546

$—

$113,848,752

Shares

outstanding

......................................

79,646

—

3,953,607

Net

asset

value

and

maximum

offering

price

per

share

...........

$14.99

$—

$28.80

Class

R6:

Net

assets,

at

value

.....................................

$90,566,902

$2,439,447

$565,153,951

Shares

outstanding

......................................

5,859,394

105,245

18,729,903

Net

asset

value

and

maximum

offering

price

per

share

...........

$15.46

$23.18

$30.17

a

Redemption

price

is

equal

to

net

asset

value

less

contingent

deferred

sales

charges,

if

applicable.

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Assets

and

Liabilities

(continued)

June

30,

2023

(unaudited)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

91

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

.................................

$694,451,543

$2,605,819,612

$5,602,997,743

Cost

-

Non-controlled

affiliates

(Note

3

f

and

12

)

.................

—

128,965,816

4,804,678

Value

-

Unaffiliated

issuers

(Includes

securities

loaned

of

$—,

$104,000

and

$—,

respectively)

............................

$780,458,945

$2,553,500,766

$6,938,398,682

Value

-

Non-controlled

affiliates

(Note

3

f

and

12

)

................

—

125,032,407

230,733

Cash

..................................................

20,402

1,346,054

802,896

Foreign

currency,

at

value

(cost

$1,330,741,

$3,247,530

and

$–,

respectively)

............................................

1,334,580

3,250,076

—

Receivables:

Investment

securities

sold

.................................

10,889,393

27,564,723

11,540,038

Capital

shares

sold

......................................

19,767

222,081

908,313

Dividends

and

interest

...................................

3,015,406

15,388,828

14,566,190

European

Union

tax

reclaims

(Note

1

i

)

.......................

3,156,319

294,429

663,736

Deposits

with

brokers

for:

Securities

sold

short

...................................

—

89,451,638

—

Futures

contracts

......................................

61,184

970,870

861,750

Variation

margin

on

futures

contracts

.........................

21,804

—

—

Due

from

custodian

......................................

—

4,000

—

Unrealized

appreciation

on

OTC

forward

exchange

contracts

........

—

232,157

35,303

Total

assets

........................................

798,977,800

2,817,258,029

6,968,007,641

Liabilities:

Payables:

Investment

securities

purchased

............................

19,691,372

93,850,101

55,753,680

Capital

shares

redeemed

.................................

1,015,336

1,948,250

4,845,364

Management

fees

.......................................

488,471

1,439,792

3,708,541

Distribution

fees

........................................

65,631

142,804

663,207

Transfer

agent

fees

......................................

138,604

332,273

1,057,654

Trustees'

fees

and

expenses

...............................

79,223

127,850

456,041

IRS

closing

agreement

payments

for

European

Union

tax

reclaims

(Note

1

i

)

..............................................

5,965,205

—

—

Variation

margin

on

futures

contracts

.........................

—

203,581

167,075

Securities

sold

short,

at

value

(proceeds

$–,

$78,588,919

and

$–

,

respectively

)

............................................

—

89,677,600

—

Options

written,

at

value

(premiums

received

$–,

$2,518,115

and

$–,

respectively)

............................................

—

4,421,750

—

Unrealized

depreciation

on

OTC

forward

exchange

contracts

........

—

516,079

394,712

Payable

upon

return

of

securities

loaned

(Note

1

g

)

................

—

104,000

—

Accrued

expenses

and

other

liabilities

.........................

185,419

298,060

570,892

Total

liabilities

.......................................

27,629,261

193,062,140

67,617,166

Net

assets,

at

value

...............................

$771,348,539

$2,624,195,889

$6,900,390,475

Net

assets

consist

of:

Paid-in

capital

...........................................

$789,966,094

$3,206,336,210

$5,489,663,232

Total

distributable

earnings

(losses)

...........................

(18,617,555)

(582,140,321)

1,410,727,243

Net

assets,

at

value

...............................

$771,348,539

$2,624,195,889

$6,900,390,475

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Assets

and

Liabilities

(continued)

June

30,

2023

(unaudited)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

92

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Class

Z:

Net

assets,

at

value

.....................................

$446,998,832

$1,981,681,448

$3,826,040,822

Shares

outstanding

......................................

19,227,851

151,419,790

158,704,612

Net

asset

value

and

maximum

offering

price

per

share

...........

$23.25

$13.09

$24.11

Class

A:

Net

assets,

at

value

.....................................

$278,113,848

$581,321,220

$2,589,681,953

Shares

outstanding

......................................

12,369,491

45,247,276

109,096,688

Net

asset

value

per

share

a

................................

$22.48

$12.85

$23.74

Maximum

offering

price

per

share

(net

asset

value

per

share

÷

94.50%)

..............................................

$23.79

$13.60

$25.12

Class

C:

Net

assets,

at

value

.....................................

$10,910,944

$28,668,840

$155,657,089

Shares

outstanding

......................................

477,493

2,244,964

6,577,654

Net

asset

value

and

maximum

offering

price

per

share

a

...........

$22.85

$12.77

$23.66

Class

R:

Net

assets,

at

value

.....................................

$747,880

$2,710,675

$39,417,695

Shares

outstanding

......................................

34,142

214,946

1,669,038

Net

asset

value

and

maximum

offering

price

per

share

...........

$21.91

$12.61

$23.62

Class

R6:

Net

assets,

at

value

.....................................

$34,577,035

$29,813,706

$289,592,916

Shares

outstanding

......................................

1,488,811

2,280,408

12,019,557

Net

asset

value

and

maximum

offering

price

per

share

...........

$23.22

$13.07

$24.09

a

Redemption

price

is

equal

to

net

asset

value

less

contingent

deferred

sales

charges,

if

applicable.

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Operations

for

the

six

months

ended

June

30,

2023

(unaudited)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

93

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Investment

income:

Dividends:

(net

of

foreign

taxes

of

$1,214,840,

$424,838

and

$7,830,653,

respectively)

Unaffiliated

issuers

......................................

$46,239,818

$6,671,379

$132,430,534

Non-controlled

affiliates

(Note

3

f

and

12

)

......................

—

288

—

Interest:

Unaffiliated

issuers

......................................

1,976,442

402,071

7,980,927

Income

from

securities

loaned:

Unaffiliated

entities

(net

of

fees

and

rebates)

...................

—

(349)

—

Non-controlled

affiliates

(Note

3

f

)

...........................

—

420

—

Other

income

(Note

1

i

)

.....................................

2,558,208

3,843

64,137

Less:

IRS

closing

agreement

payments

for

European

Union

tax

reclaims

(Note

1

i

)

...............................................

—

(3,765)

(212,868)

Total

investment

income

.................................

50,774,468

7,073,887

140,262,730

Expenses:

Management

fees

(Note

3

a

)

.................................

10,029,335

1,528,343

36,718,020

Distribution

fees:

(Note

3c

)

    Class

A

..............................................

1,017,685

276,419

6,133,148

    Class

C

..............................................

91,202

82,832

1,055,641

    Class

R

..............................................

3,288

—

280,152

Transfer

agent

fees:

(Note

3e

)

    Class

Z

..............................................

781,877

58,506

1,566,730

    Class

A

..............................................

310,987

118,327

2,600,316

    Class

C

..............................................

6,966

8,883

111,995

    Class

R

..............................................

502

—

59,392

    Class

R6

.............................................

15,891

1,502

74,197

Custodian

fees

(Note

4

)

....................................

31,002

4,485

145,852

Reports

to

shareholders

fees

................................

76,278

26,129

462,857

Registration

and

filing

fees

..................................

61,835

32,555

177,279

Professional

fees

.........................................

63,863

57,392

79,770

Trustees'

fees

and

expenses

................................

7,009

4,641

4,915

Dividends

on

securities

sold

short

............................

—

—

112,200

Other

..................................................

67,970

20,994

173,854

Total

expenses

.......................................

12,565,690

2,221,008

49,756,318

Expense

reductions

(Note

4

)

.............................

(37,663)

(6,641)

(156,116)

Expenses

waived/paid

by

affiliates

(Note

3

f

and

3

g

)

............

(6,786)

(1,194)

—

Net

expenses

.......................................

12,521,241

2,213,173

49,600,202

Net

investment

income

..............................

38,253,227

4,860,714

90,662,528

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Operations

(continued)

for

the

six

months

ended

June

30,

2023

(unaudited)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

94

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

....................................

(71,835,748)

(31,196,088)

199,510,539

Foreign

currency

transactions

..............................

358,286

39,615

(332,817)

Forward

exchange

contracts

...............................

—

(2,241,851)

(8,797,338)

Futures

contracts

.......................................

—

(156,141)

(2,625,186)

Securities

sold

short

.....................................

—

—

1,135,336

Net

realized

gain

(loss)

................................

(71,477,462)

(33,554,465)

188,890,534

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

....................................

250,055,680

15,949,235

595,925,768

Non-controlled

affiliates

(Note

3

f

and

12

)

....................

—

(18,484)

—

Translation

of

other

assets

and

liabilities

denominated

in

foreign

currencies

...........................................

154,903

18,275

(35,946)

Forward

exchange

contracts

...............................

—

1,641,086

33,970,935

Futures

contracts

.......................................

—

(111,214)

(668,161)

Net

change

in

unrealized

appreciation

(depreciation)

..........

250,210,583

17,478,898

629,192,596

Net

realized

and

unrealized

gain

(loss)

..........................

178,733,121

(16,075,567)

818,083,130

Net

increase

(decrease)

in

net

assets

resulting

from

operations

........

$216,986,348

$(11,214,853)

$908,745,658

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Operations

(continued)

for

the

six

months

ended

June

30,

2023

(unaudited)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

95

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Investment

income:

Dividends:

(net

of

foreign

taxes

of

$1,334,114,

$1,130,429

and

$1,022,441,

respectively)

Unaffiliated

issuers

......................................

$14,925,722

$22,705,291

$66,177,699

Interest:

Unaffiliated

issuers:

Paid

in

cash

..........................................

676,349

38,243,284

26,521,045

Non-controlled

affiliates

(Note

12)

:

Payment-in-kind

.......................................

—

9,707,793

—

Income

from

securities

loaned:

Unaffiliated

entities

(net

of

fees

and

rebates)

...................

1,644

1,343

—

Non-controlled

affiliates

(Note

3

f

)

...........................

—

8,613

—

Other

income

(Note

1

i

)

.....................................

31,733

3,140

6,081

Total

investment

income

.................................

15,635,448

70,669,464

92,704,825

Expenses:

Management

fees

(Note

3

a

)

.................................

3,194,327

9,067,185

22,828,972

Distribution

fees:

(Note

3c

)

    Class

A

..............................................

334,705

753,291

3,228,939

    Class

C

..............................................

66,785

154,943

785,868

    Class

R

..............................................

2,135

6,917

96,628

Transfer

agent

fees:

(Note

3e

)

    Class

Z

..............................................

200,451

668,546

1,300,838

    Class

A

..............................................

123,210

199,573

888,488

    Class

C

..............................................

6,193

10,261

54,072

    Class

R

..............................................

398

916

13,291

    Class

R6

.............................................

5,739

8,526

31,235

Custodian

fees

(Note

4

)

....................................

25,366

19,770

25,104

Reports

to

shareholders

fees

................................

46,425

87,792

214,273

Registration

and

filing

fees

..................................

80,971

66,650

141,161

Professional

fees

.........................................

63,897

68,211

77,628

Trustees'

fees

and

expenses

................................

6,379

3,839

648

Dividends

and

interest

on

securities

sold

short

...................

—

855,545

90,360

Other

..................................................

50,365

61,596

120,182

Total

expenses

.......................................

4,207,346

12,033,561

29,897,687

Expense

reductions

(Note

4

)

.............................

(23,278)

(25,285)

(36,417)

Expenses

waived/paid

by

affiliates

(Note

3

f

and

3

g

)

............

(20,534)

(6,037)

—

Net

expenses

.......................................

4,163,534

12,002,239

29,861,270

Net

investment

income

..............................

11,471,914

58,667,225

62,843,555

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Operations

(continued)

for

the

six

months

ended

June

30,

2023

(unaudited)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

96

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

....................................

(10,403,891)

(283,298,303)

(96,656,596)

Written

options

.........................................

—

1,607,726

—

Foreign

currency

transactions

..............................

(272,415)

515,956

138,360

Forward

exchange

contracts

...............................

(5,443,911)

(3,447,201)

(5,485,193)

Futures

contracts

.......................................

(3,678,651)

(624,345)

(597,425)

Securities

sold

short

.....................................

—

6,136,881

914,358

Net

realized

gain

(loss)

................................

(19,798,868)

(279,109,286)

(101,686,496)

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

....................................

78,737,494

245,842,214

396,989,559

Non-controlled

affiliates

(Note

3

f

and

12

)

....................

—

9,042,960

(23,918)

Translation

of

other

assets

and

liabilities

denominated

in

foreign

currencies

...........................................

132,545

6,568

73,794

Written

options

.........................................

—

(1,619,335)

—

Forward

exchange

contracts

...............................

1,788,975

1,714,881

3,738,410

Futures

contracts

.......................................

881,722

(523,015)

(599,362)

Securities

sold

short

.....................................

—

(8,505,328)

—

Net

change

in

unrealized

appreciation

(depreciation)

..........

81,540,736

245,958,945

400,178,483

Net

realized

and

unrealized

gain

(loss)

..........................

61,741,868

(33,150,341)

298,491,987

Net

increase

(decrease)

in

net

assets

resulting

from

operations

........

$73,213,782

$25,516,884

$361,335,542

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Changes

in

Net

Assets

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

97

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

............

$38,253,227

$53,049,195

$4,860,714

$8,930,086

Net

realized

gain

(loss)

............

(71,477,462)

196,576,867

(33,554,465)

27,683,862

Net

change

in

unrealized

appreciation

(depreciation)

.................

250,210,583

(682,590,820)

17,478,898

(60,365,040)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

.

216,986,348

(432,964,758)

(11,214,853)

(23,751,092)

Distributions

to

shareholders:

Class

Z

........................

—

(190,112,808)

—

(2,688,217)

Class

A

........................

—

(74,167,735)

—

(4,824,183)

Class

C

........................

—

(1,592,139)

—

(212,982)

Class

R

........................

—

(120,118)

—

—

Class

R6

.......................

—

(9,621,951)

—

(50,005)

Total

distributions

to

shareholders

.....

—

(275,614,751)

—

(7,775,387)

Capital

share

transactions:

(Note

2

)

Class

Z

........................

(90,886,036)

(15,446,542)

(5,372,120)

(4,430,932)

Class

A

........................

(36,991,576)

2,759,223

(14,536,652)

(8,336,278)

Class

C

........................

(2,348,057)

(3,987,241)

(3,073,710)

(5,252,310)

Class

R

........................

(231,201)

230,991

—

—

Class

R6

.......................

(19,123,910)

(20,790,639)

357,893

(732,681)

Total

capital

share

transactions

.......

(149,580,780)

(37,234,208)

(22,624,589)

(18,752,201)

Net

increase

(decrease)

in

net

assets

.....................

67,405,568

(745,813,717)

(33,839,442)

(50,278,680)

Net

assets:

Beginning

of

period

................

2,930,683,028

3,676,496,745

365,773,786

416,052,466

End

of

period

.....................

$2,998,088,596

$2,930,683,028

$331,934,344

$365,773,786

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Changes

in

Net

Assets

(continued)

franklintempleton.com

Semiannual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

98

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

............

$90,662,528

$164,656,225

$11,471,914

$20,302,434

Net

realized

gain

(loss)

............

188,890,534

506,317,803

(19,798,868)

73,058,121

Net

change

in

unrealized

appreciation

(depreciation)

.................

629,192,596

(1,168,768,275)

81,540,736

(106,285,616)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

.

908,745,658

(497,794,247)

73,213,782

(12,925,061)

Distributions

to

shareholders:

Class

Z

........................

—

(281,878,228)

—

(13,475,013)

Class

A

........................

—

(468,308,648)

—

(7,954,672)

Class

C

........................

—

(20,215,814)

—

(329,499)

Class

R

........................

—

(10,672,271)

—

(16,953)

Class

R6

.......................

—

(51,982,564)

—

(1,108,946)

Total

distributions

to

shareholders

.....

—

(833,057,525)

—

(22,885,083)

Capital

share

transactions:

(Note

2

)

Class

Z

........................

(127,024,256)

(52,974,974)

(9,661,798)

(21,426,384)

Class

A

........................

(224,094,154)

(120,252,374)

(3,903,271)

(14,180,394)

Class

C

........................

(45,029,471)

(75,739,833)

(5,554,623)

(8,053,154)

Class

R

........................

(7,493,297)

(9,685,704)

11,544

6,556

Class

R6

.......................

(18,875,536)

(46,371,609)

(2,190,068)

(1,105,043)

Total

capital

share

transactions

.......

(422,516,714)

(305,024,494)

(21,298,216)

(44,758,419)

Net

increase

(decrease)

in

net

assets

.....................

486,228,944

(1,635,876,266)

51,915,566

(80,568,563)

Net

assets:

Beginning

of

period

................

8,463,406,603

10,099,282,869

719,432,973

800,001,536

End

of

period

.....................

$8,949,635,547

$8,463,406,603

$771,348,539

$719,432,973

Franklin

Mutual

Series

Funds

Financial

Statements

Statements

of

Changes

in

Net

Assets

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Semiannual

Report

99

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

Six

Months

Ended

June

30,

2023

(unaudited)

Year

Ended

December

31,

2022

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

............

$58,667,225

$105,469,872

$62,843,555

$118,842,776

Net

realized

gain

(loss)

............

(279,109,286)

348,426,533

(101,686,496)

503,364,261

Net

change

in

unrealized

appreciation

(depreciation)

.................

245,958,945

(674,931,243)

400,178,483

(1,245,489,698)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

.

25,516,884

(221,034,838)

361,335,542

(623,282,661)

Distributions

to

shareholders:

Class

Z

........................

—

(75,629,406)

—

(351,898,805)

Class

A

........................

—

(21,616,265)

—

(237,824,169)

Class

C

........................

—

(870,932)

—

(12,939,673)

Class

R

........................

—

(121,099)

—

(3,434,282)

Class

R6

.......................

—

(1,210,033)

—

(26,928,459)

Total

distributions

to

shareholders

.....

—

(99,447,735)

—

(633,025,388)

Capital

share

transactions:

(Note

2

)

Class

Z

........................

(85,941,067)

(110,831,935)

(161,307,954)

(231,177,795)

Class

A

........................

(41,010,901)

(34,031,376)

(146,526,353)

(56,625,234)

Class

C

........................

(4,550,657)

(7,073,962)

(10,073,374)

(6,041,214)

Class

R

........................

(1,052,509)

1,714,206

(1,331,577)

(3,864,289)

Class

R6

.......................

(2,616,621)

(3,345,837)

(12,335,543)

(32,819,611)

Total

capital

share

transactions

.......

(135,171,755)

(153,568,904)

(331,574,801)

(330,528,143)

Net

increase

(decrease)

in

net

assets

.....................

(109,654,871)

(474,051,477)

29,760,741

(1,586,836,192)

Net

assets:

Beginning

of

period

................

2,733,850,760

3,207,902,237

6,870,629,734

8,457,465,926

End

of

period

.....................

$2,624,195,889

$2,733,850,760

$6,900,390,475

$6,870,629,734

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

100

franklintempleton.com

Semiannual

Report

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

(Funds).

The

Funds

follow

the

accounting

and

reporting

guidance

in

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standard

Codification

Topic

946,

Financial

Services

–

Investment

Companies

(ASC

946)

and

apply

the

specialized

accounting

and

reporting

guidance

in

U.S.

Generally

Accepted

Accounting

Principles

(U.S.

GAAP),

including,

but

not

limited

to,

ASC

946.

The

classes

of

shares

offered

within

each

of

the

Funds

are

indicated

below.

Class

C

shares

automatically

convert

to

Class

A

shares

on

a

monthly

basis,

after

they

have

been

held

for

8

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.

Class

Z,

Class

A,

Class

C,

Class

R,

&

Class

R6

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

a

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Class

Z,

Class

A,

Class

C,

&

Class

R6

Franklin

Mutual

Financial

Services

Fund

a

Effective

May

1,

2023,

Franklin

Mutual

European

Fund

was

renamed

Franklin

Mutual

International

Value

Fund.

The

following

summarizes

the Funds'

significant

accounting

policies. 

a.

Financial

Instrument

Valuation 

The Funds'

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 Funds calculate 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

Board

has

designated

the

Funds’

investment

manager

as

the

valuation

designee

and

has

responsibility

for

oversight

of

valuation.

The

investment

manager

is

assisted

by

the

Funds'

administrator

in

performing

this

responsibility,

including

leading

the

cross-

functional

Valuation

Committee

(VC).

The

Funds

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

Funds'

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.

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

101

franklintempleton.com

Semiannual

Report

Certain

derivative

financial

instruments

trade

in

the

OTC

market.

The

Funds' 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

Funds' net

benefit

or

obligation

under

the

derivative

contract,

as

measured

by

the

fair

value

of

the

contract,

is

included

in

net

assets.

The

Funds

have

procedures

to

determine

the

fair

value

of

financial

instruments

for

which

market

prices

are

not

reliable

or

readily

available.

Under

these

procedures,

the

Funds

primarily

employ

a

market-based

approach

which

may

use

related

or

comparable

assets

or

liabilities,

recent

transactions,

market

multiples,

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

Funds'

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

Funds'

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

Funds'

portfolio

securities

to

the

latest

indications

of

fair

value

at

4

p.m.

Eastern

time.

At

June

30,

2023,

certain

securities

may

have

been

fair

valued

using

these

procedures,

in

which

case

the

securities

were

categorized

as

Level

2

within

the

fair

value

hierarchy

(referred

to

as

“market

level

fair

value”).

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

Funds'

NAV

is

not

calculated,

which

could

result

in

differences

between

the

value

of

the

Funds'

portfolio

securities

on

the

last

business

day

and

the

last

calendar

day

of

the

reporting

period.

Any

security

valuation

changes

due

to

an

open

foreign

market

are

adjusted

and

reflected

by

the

Funds

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

Funds

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

Funds

do

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

Statements

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.

1.

Organization

and

Significant

Accounting

Policies

(continued)

a.

Financial

Instrument

Valuation 

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

102

franklintempleton.com

Semiannual

Report

c.

Securities

Purchased

on

a

Delayed

Delivery

Basis

Certain

or

all

Funds

purchase

securities

on

a

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

Funds

will

generally

purchase

these

securities

with

the

intention

of

holding

the

securities,

they

may

sell

the

securities

before

the

settlement

date.

d.

Derivative

Financial

Instruments

Certain

or

all

Funds

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

Statements

of

Assets

and

Liabilities.

Realized

gain

and

loss

and

unrealized

appreciation

and

depreciation

on

these

contracts

for

the

period

are

included

in

the

Statements

of

Operations. 

Derivative

counterparty

credit

risk

is

managed

through

a

formal

evaluation

of

the

creditworthiness

of

all

potential

counterparties.

Certain

or

all

Funds

attempt

to

reduce

their

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

Funds

include

failure

of

the

Funds

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

Statements

of

Assets

and

Liabilities.

Early

termination

by

the

counterparty

may

result

in

an

immediate

payment

by

the

Funds

of

any

net

liability

owed

to

that

counterparty

under

the

ISDA

agreement.

At

June

30,

2023,

certain

or

all

Funds

had

OTC

derivatives

in

a

net

liability

position

and

the

aggregate

value

of

collateral

pledged

for

such

contracts

was

as

follows:

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

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

Funds'

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,

2023,

certain

or

all

Funds

received

U.S.

Treasury

Bonds

and

Notes

as

collateral

for

derivatives,

as

follows:

Net

Liability

Position

Aggregate

Value

of

Collateral

Pledged

Franklin

Mutual

Financial

Services

Fund

$–

$–

Franklin

Mutual

Global

Discovery

Fund

$–

$–

Franklin

Mutual

Quest

Fund

$337,499

$162,755

Franklin

Mutual

Shares

Fund

$359,409

$203,055

1.

Organization

and

Significant

Accounting

Policies

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

103

franklintempleton.com

Semiannual

Report

Certain

or

all

Funds

entered

into

exchange

traded

futures

contracts

primarily

to

manage

exposure

to

certain

foreign

currencies

and

equity

price

risk.

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

Statements

of

Assets

and

Liabilities.

At

June

30,

2023,

Franklin

Mutual

Beacon

Fund

had

no

futures

contracts.

Certain

or

all

Funds

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. At

June

30,

2023,

Franklin

Mutual

Beacon

Fund

and

Franklin

Mutual

International

Value

Fund

had

no

forward

exchange

contracts.

Certain

or

all

Funds

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.

At

June

30,

2023,

Franklin

Mutual

Beacon

Fund,

Franklin

Mutual

Financial

Services

Fund,

Franklin

Mutual

Global

Discovery

Fund,

Franklin

Mutual

International

Value

Fund

and

Franklin

Mutual

Shares

Fund

had

no

options.

See

Note

11

regarding

other

derivative

information.

e.

Restricted

Cash

At

June

30,

2023,

certain

or

all

Funds

held

restricted

cash

in

connection

with

investments

in

certain

derivative

securities.

Restricted

cash

is

held

in

a

segregated

account

with

the

Fund’s

custodian and/or

counterparty

broker

and

is

reflected

in

the

Statements

of

Assets

and

Liabilities.

f.

Securities

Sold

Short

Certain

or

all

Funds

are

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,

2023,

Franklin

Mutual

Beacon

Fund,

Franklin

Mutual

Financial

Services

Fund,

Franklin

Mutual

Global

Discovery

Fund,

Franklin

Mutual

International

Value

Fund

and

Franklin

Mutual

Shares

Fund

had

no

securities

sold

short.

g.

Securities

Lending

Certain

or

all

Funds

participate

in

an

agency

based

securities

lending

program

to

earn

additional

income.

The

Fund

receives

collateral

in

the

form

of

cash

and/or

U.S.

Government

and

Agency

securities

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

Collateral

Received

Franklin

Mutual

Financial

Services

Fund

$79,057

Franklin

Mutual

Global

Discovery

Fund

$15,653,419

Franklin

Mutual

Quest

Fund

$–

Franklin

Mutual

Shares

Fund

$–

1.

Organization

and

Significant

Accounting

Policies

(continued)

d.

Derivative

Financial

Instruments

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

104

franklintempleton.com

Semiannual

Report

due

to

changes

in

security

values

is

delivered

to

the

Fund

on

the

next

business

day.

Any

cash

collateral

received

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

Funds,

and/or

uninvested

cash

as

included

in

due

from

custodian

in

the

Statements

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

Statements

of

Operations.

The

Fund

bears

the

market

risk

with

respect

to any

cash 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,

2023,

Franklin

Mutual

Beacon

Fund,

Franklin

Mutual

Financial

Services

Fund,

Franklin

Mutual

Global

Discovery

Fund,

Franklin

Mutual

International

Value

Fund

and

Franklin

Mutual

Shares

Fund

had

no

securities

on

loan.

h.

Senior

Floating

Rate

Interests

Certain

or

all

Funds

invest

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,

the

London

Interbank

Offered

Rate

(LIBOR)

or

the

Senior

Overnight

Financing

Rate

(SOFR).

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

Funds

invest

are

generally

readily

marketable,

but

may

be

subject

to

certain

restrictions

on

resale.

i.

Income

and

Deferred

Taxes

It

is each

Fund's

policy

to

qualify

as

a

regulated

investment

company

under

the

Internal

Revenue

Code. Each

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

Funds

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

the

Funds

invest.

Foreign

taxes,

if

any,

are

recorded

based

on

the

tax

regulations

and

rates

that

exist

in

the

foreign

markets

in

which

the

Funds

invest.

When

a

capital

gain

tax

is

determined

to

apply,

certain

or

all

Funds

record

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,

certain

or

all

Funds

filed

additional

tax

reclaims

for

previously

withheld

taxes

on

dividends

earned

in

those

countries

(EU

reclaims). Income

recognized,

if

any,

for

EU

reclaims

is

reflected

as

other

income

in

the

Statements of

Operations

and

any

related

receivable,

if

any,

is

reflected

as

European

Union

tax

reclaims

in

the

Statements

of

Assets

and

Liabilities.

Any

fees

associated

with

these

filings

are

reflected

in

other

expenses

in

the

Statements

of

Operations.

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

Funds,

if

any,

reduce

the

amount

of

foreign

taxes

Fund

shareholders

can

use

as

tax

deductions

or credits

on

their income

tax

returns.

In

the

event

that

EU

reclaims

received

by

the

Funds during a

fiscal

year

exceed

foreign

withholding

taxes

paid

by

the

Funds,

and

the Funds

previously

passed through

to

its

shareholders

foreign

taxes

incurred

by

the

Funds

to

be

used

as

a

credit

or

deduction

on

a

shareholder’s

income

tax

return,

the

Funds will

enter

into

a

closing

agreement

with

the

Internal

Revenue

Service

(IRS)

in

order

to

pay

the

associated

tax

liability

on

behalf

of

the Funds'

shareholders.

Franklin

Mutual

Financial

Services

Fund

and

Franklin

Mutual

Global

Discovery

Fund

previously

determined

to

enter

into

a

closing

agreement

with

the

IRS

and

recorded

any

adjustments

to

estimated

payments

as

a

reduction

to

income,

as

reflected

in

the

Statements

of

Operations.

Each

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

1.

Organization

and

Significant

Accounting

Policies

(continued)

g.

Securities

Lending

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

105

franklintempleton.com

Semiannual

Report

based

on

its

technical

merits.

As

of

June

30,

2023, each

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.

Paydown

gains

and

losses

are

recorded

as

an

adjustment

to

interest

income.

Certain

or

all

Funds

may

receive

other

income

from

investments

in

senior

secured

corporate

loans

or

unfunded

commitments,

including

amendment

fees,

consent

fees

or

commitment

fees.

These

fees

are

recorded

as

income

when

received

by

the

Funds.

Facility

fees

are

recognized

as

income

over

the

expected

term

of

the

loan.

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

Funds,

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.

1.

Organization

and

Significant

Accounting

Policies

(continued)

i.

Income

and

Deferred

Taxes

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

106

franklintempleton.com

Semiannual

Report

2.

Shares

of

Beneficial

Interest

At

June

30

,

202

3

,

there

were

an

unlimited

number

of

shares

authorized

(without

par

value).

Transactions

in

the

Funds'

shares

were

as

follows:

1

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Shares

Amount

Shares

Amount

Class

Z

Class

Z

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

...................................

2,586,384

$38,949,166

416,252

$9,882,636

Shares

redeemed

...............................

(8,631,946)

(129,835,202)

(648,074)

(15,254,756)

Net

increase

(decrease)

..........................

(6,045,562)

$(90,886,036)

(231,822)

$(5,372,120)

Year

ended

December

31,

2022

Shares

sold

...................................

4,518,425

$72,353,692

549,487

$13,771,776

Shares

issued

in

reinvestment

of

distributions

..........

12,611,801

177,940,210

109,208

2,552,205

Shares

redeemed

...............................

(16,880,382)

(265,740,444)

(863,058)

(20,754,913)

Net

increase

(decrease)

..........................

249,844

$(15,446,542)

(204,363)

$(4,430,932)

Class

A

Class

A

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

a

...................................

2,637,020

$38,797,989

499,125

$11,515,755

Shares

redeemed

...............................

(5,124,162)

(75,789,565)

(1,132,856)

(26,052,407)

Net

increase

(decrease)

..........................

(2,487,142)

$(36,991,576)

(633,731)

$(14,536,652)

Year

ended

December

31,

2022

Shares

sold

a

...................................

3,950,838

$62,998,373

1,404,392

$35,638,190

Shares

issued

in

reinvestment

of

distributions

..........

5,184,904

72,072,434

199,079

4,668,407

Shares

redeemed

...............................

(8,517,905)

(132,311,584)

(2,030,320)

(48,642,875)

Net

increase

(decrease)

..........................

617,837

$2,759,223

(426,849)

$(8,336,278)

Class

C

Class

C

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

...................................

190,499

$2,827,166

51,254

$1,171,230

Shares

redeemed

a

..............................

(346,131)

(5,175,223)

(184,108)

(4,244,940)

Net

increase

(decrease)

..........................

(155,632)

$(2,348,057)

(132,854)

$(3,073,710)

Year

ended

December

31,

2022

Shares

sold

...................................

162,368

$2,643,400

145,932

$3,719,658

Shares

issued

in

reinvestment

of

distributions

..........

113,683

1,581,132

9,028

210,721

Shares

redeemed

a

..............................

(519,947)

(8,211,773)

(387,486)

(9,182,689)

Net

increase

(decrease)

..........................

(243,896)

$(3,987,241)

(232,526)

$(5,252,310)

Class

R

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

107

franklintempleton.com

Semiannual

Report

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Shares

Amount

Shares

Amount

Class

R

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

...................................

11,740

$169,038

—

$—

Shares

redeemed

...............................

(27,260)

(400,239)

—

—

Net

increase

(decrease)

..........................

(15,520)

$(231,201)

—

$—

Six

Months

ended

December

31,

2022

Shares

sold

...................................

11,936

$185,508

—

$—

Shares

issued

in

reinvestment

of

distributions

..........

8,778

120,118

—

—

Shares

redeemed

...............................

(4,829)

(74,635)

—

—

Net

increase

(decrease)

..........................

15,885

$230,991

—

$—

Class

R6

Class

R6

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

...................................

776,521

$11,366,535

98,129

$2,372,109

Shares

redeemed

...............................

(1,967,895)

(30,490,445)

(80,210)

(2,014,216)

Net

increase

(decrease)

..........................

(1,191,374)

$(19,123,910)

17,919

$357,893

Year

ended

December

31,

2022

Shares

sold

...................................

844,073

$13,800,081

31,598

$790,271

Shares

issued

in

reinvestment

of

distributions

..........

678,737

9,575,351

2,125

50,005

Shares

redeemed

...............................

(2,894,436)

(44,166,071)

(62,999)

(1,572,957)

Net

increase

(decrease)

..........................

(1,371,626)

$(20,790,639)

(29,276)

$(732,681)

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

Shares

Amount

Shares

Amount

Class

Z

Class

Z

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

...................................

3,131,538

$90,451,605

1,197,738

$26,605,704

Shares

redeemed

...............................

(7,554,392)

(217,475,861)

(1,622,303)

(36,267,502)

Net

increase

(decrease)

..........................

(4,422,854)

$(127,024,256)

(424,565)

$(9,661,798)

Year

ended

December

31,

2022

Shares

sold

...................................

4,894,660

$146,445,586

5,006,874

$107,549,542

Shares

issued

in

reinvestment

of

distributions

..........

9,606,859

258,820,963

607,689

12,330,793

Shares

redeemed

...............................

(15,602,455)

(458,241,523)

(6,848,287)

(141,306,719)

Net

increase

(decrease)

..........................

(1,100,936)

$(52,974,974)

(1,233,724)

$(21,426,384)

Class

A

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

108

franklintempleton.com

Semiannual

Report

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

Shares

Amount

Shares

Amount

Class

A

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

a

...................................

8,342,644

$233,810,724

948,218

$20,539,041

Shares

redeemed

...............................

(16,307,533)

(457,904,878)

(1,132,266)

(24,442,312)

Net

increase

(decrease)

..........................

(7,964,889)

$(224,094,154)

(184,048)

$(3,903,271)

Year

ended

December

31,

2022

Shares

sold

a

...................................

9,521,128

$277,104,275

1,143,930

$23,416,157

Shares

issued

in

reinvestment

of

distributions

..........

17,470,833

457,401,627

385,864

7,567,616

Shares

redeemed

...............................

(29,745,785)

(854,758,276)

(2,238,008)

(45,164,167)

Net

increase

(decrease)

..........................

(2,753,824)

$(120,252,374)

(708,214)

$(14,180,394)

Class

C

Class

C

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

...................................

770,702

$21,586,851

48,997

$1,078,069

Shares

redeemed

a

..............................

(2,361,345)

(66,616,322)

(300,891)

(6,632,692)

Net

increase

(decrease)

..........................

(1,590,643)

$(45,029,471)

(251,894)

$(5,554,623)

Year

ended

December

31,

2022

Shares

sold

...................................

657,450

$19,234,736

57,998

$1,215,483

Shares

issued

in

reinvestment

of

distributions

..........

770,098

20,104,071

16,514

323,733

Shares

redeemed

a

..............................

(3,957,748)

(115,078,640)

(466,964)

(9,592,370)

Net

increase

(decrease)

..........................

(2,530,200)

$(75,739,833)

(392,452)

$(8,053,154)

Class

R

Class

R

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

...................................

242,456

$6,701,042

56,632

$1,158,180

Shares

redeemed

...............................

(513,196)

(14,194,339)

(53,789)

(1,146,636)

Net

increase

(decrease)

..........................

(270,740)

$(7,493,297)

2,843

$11,544

Year

ended

December

31,

2022

Shares

sold

...................................

391,507

$11,216,698

11,242

$218,562

Shares

issued

in

reinvestment

of

distributions

..........

414,590

10,657,235

886

16,953

Shares

redeemed

...............................

(1,096,319)

(31,559,637)

(11,636)

(228,959)

Net

increase

(decrease)

..........................

(290,222)

$(9,685,704)

492

$6,556

Class

R6

Class

R6

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

...................................

1,765,572

$49,814,404

192,791

$4,247,489

Shares

redeemed

...............................

(2,376,421)

(68,689,940)

(286,548)

(6,437,557)

Net

increase

(decrease)

..........................

(610,849)

$(18,875,536)

(93,757)

$(2,190,068)

Year

ended

December

31,

2022

Shares

sold

...................................

2,373,607

$70,078,122

199,706

$4,124,439

Shares

issued

in

reinvestment

of

distributions

..........

1,588,180

42,784,151

11,098

225,059

Shares

redeemed

...............................

(5,311,125)

(159,233,882)

(264,096)

(5,454,541)

Net

increase

(decrease)

..........................

(1,349,338)

$(46,371,609)

(53,292)

$(1,105,043)

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

109

franklintempleton.com

Semiannual

Report

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Shares

Amount

Shares

Amount

Class

Z

Class

Z

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

...................................

4,505,571

$58,668,283

2,612,559

$60,943,904

Shares

redeemed

...............................

(11,054,245)

(144,609,350)

(9,512,061)

(222,251,858)

Net

increase

(decrease)

..........................

(6,548,674)

$(85,941,067)

(6,899,502)

$(161,307,954)

Year

ended

December

31,

2022

Shares

sold

...................................

9,784,272

$141,281,538

8,798,481

$213,065,039

Shares

issued

in

reinvestment

of

distributions

..........

5,582,185

71,608,119

13,845,004

313,006,127

Shares

redeemed

...............................

(23,183,656)

(323,721,592)

(31,157,436)

(757,248,961)

Net

increase

(decrease)

..........................

(7,817,199)

$(110,831,935)

(8,513,951)

$(231,177,795)

Class

A

Class

A

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

a

...................................

2,752,182

$34,669,822

4,784,295

$108,560,218

Shares

redeemed

...............................

(5,944,207)

(75,680,723)

(11,138,285)

(255,086,571)

Net

increase

(decrease)

..........................

(3,192,025)

$(41,010,901)

(6,353,990)

$(146,526,353)

Year

ended

December

31,

2022

Shares

sold

a

...................................

4,854,484

$67,636,417

5,456,941

$135,249,494

Shares

issued

in

reinvestment

of

distributions

..........

1,674,995

21,117,918

10,408,356

231,619,673

Shares

redeemed

...............................

(8,979,450)

(122,785,711)

(17,268,207)

(423,494,401)

Net

increase

(decrease)

..........................

(2,449,971)

$(34,031,376)

(1,402,910)

$(56,625,234)

Class

C

Class

C

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

...................................

252,972

$3,172,843

655,366

$15,030,181

Shares

redeemed

a

..............................

(607,086)

(7,723,500)

(1,091,246)

(25,103,555)

Net

increase

(decrease)

..........................

(354,114)

$(4,550,657)

(435,880)

$(10,073,374)

Year

ended

December

31,

2022

Shares

sold

...................................

334,623

$4,632,285

1,322,415

$32,820,116

Shares

issued

in

reinvestment

of

distributions

..........

68,787

865,760

583,262

12,902,802

Shares

redeemed

a

..............................

(925,818)

(12,572,007)

(2,093,687)

(51,764,132)

Net

increase

(decrease)

..........................

(522,408)

$(7,073,962)

(188,010)

$(6,041,214)

Class

R

Class

R

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

...................................

30,438

$379,267

106,133

$2,421,225

Shares

redeemed

...............................

(112,986)

(1,431,776)

(163,621)

(3,752,802)

Net

increase

(decrease)

..........................

(82,548)

$(1,052,509)

(57,488)

$(1,331,577)

Year

ended

December

31,

2022

Shares

sold

...................................

278,639

$3,958,251

159,279

$3,993,747

Shares

issued

in

reinvestment

of

distributions

..........

9,769

121,099

155,234

3,434,257

Shares

redeemed

...............................

(180,023)

(2,365,144)

(458,550)

(11,292,293)

Net

increase

(decrease)

..........................

108,385

$1,714,206

(144,037)

$(3,864,289)

Class

R6

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

110

franklintempleton.com

Semiannual

Report

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

Trust

are

also

officers

and/or

directors

of

the

following

subsidiaries:

a.

Management

Fees

Franklin

Mutual

Beacon

Fund

and

Franklin

Mutual

Quest

Fund

pay

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

each

of

the

Funds

as

follows:

Franklin

Mutual

Financial

Services

Fund

pays

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

each

of

the

Funds

as

follows:

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Shares

Amount

Shares

Amount

Class

R6

Shares:

Six

Months

ended

June

30,

2023

Shares

sold

...................................

219,320

$2,857,246

386,009

$8,837,083

Shares

redeemed

...............................

(418,971)

(5,473,867)

(902,780)

(21,172,626)

Net

increase

(decrease)

..........................

(199,651)

$(2,616,621)

(516,771)

$(12,335,543)

Year

ended

December

31,

2022

Shares

sold

...................................

480,288

$6,781,496

506,509

$12,677,849

Shares

issued

in

reinvestment

of

distributions

..........

93,655

1,200,472

1,191,226

26,903,261

Shares

redeemed

...............................

(813,586)

(11,327,805)

(2,905,856)

(72,400,721)

Net

increase

(decrease)

..........................

(239,643)

$(3,345,837)

(1,208,121)

$(32,819,611)

a

May

include

a

portion

of

Class

C

shares

that

were

automatically

converted

to

Class

A.

Subsidiary

Affiliation

Franklin

Mutual

Advisers,

LLC

(Franklin

Mutual)

Investment

manager

Franklin

Templeton

Services,

LLC

(FT

Services)

Administrative

manager

Franklin

Distributors,

LLC

(Distributors)

Principal

underwriter

Franklin

Templeton

Investor

Services,

LLC

(Investor

Services)

Transfer

agent

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

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

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

111

franklintempleton.com

Semiannual

Report

Franklin

Mutual

Global

Discovery

Fund

pays

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

Effective

May

1,

2023,

Franklin

Mutual

International

Value

Fund

pays

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

Prior

to

May

1,

2023,

Franklin

Mutual

International

Value

Fund

paid

fees,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

Franklin

Mutual

Shares

Fund

pays

an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

based

on

the

average

daily

net

assets

of

the

Fund

as

follows:

Annualized

Fee

Rate

Net

Assets

0.845%

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

Annualized

Fee

Rate

Net

Assets

0.800%

Up

to

and

including

$1

billion

0.770%

Over

$1

billion,

up

to

and

including

$2

billion

0.750%

Over

$2

billion,

up

to

and

including

$5

billion

0.730%

In

excess

of

$5

billion

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

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

3.

Transactions

with

Affiliates

(continued)

a.

Management

Fees

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

112

franklintempleton.com

Semiannual

Report

For

the

period

ended

June

30,

2023,

each

Fund's

annualized

gross

effective

investment

management

fee

rate

based

on

average

daily

net

assets

was

as

follows:

b.

Administrative

Fees

Under

an

agreement

with

Franklin

Mutual,

FT

Services

provides

administrative

services

to

the

Funds.

The

fee

is

paid

by

Franklin

Mutual

based

on

the

Funds’

average

daily

net

assets,

and

is

not

an

additional

expense

of

the

Funds.

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

Funds’

Class

A

reimbursement

distribution

plans,

the

Funds

reimburses

Distributors

for

costs

incurred

in

connection

with

the

servicing,

sale

and

distribution

of the

each

Fund's

shares

up

to

the

maximum

annual

plan

rate

for

each

class.

Under

the

Class

A

reimbursement

distribution

plans,

costs

exceeding

the

maximum

for

the

current

plan

year

cannot

be

reimbursed

in

subsequent

periods.

In

addition,

under

the

Funds’

Class

C

and

R

compensation

distribution

plans,

the

Funds

pay

Distributors

for

costs

incurred

in

connection

with

the

servicing,

sale

and

distribution

of

each

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

for

each

Fund.

The

maximum

annual

plan

rates,

based

on

the

average

daily

net

assets,

for

each

class,

are

as

follows:

The

Board

has

set

the

current

rate

at

0.25%

per

year

for

Class

A

shares

until

further

notice

and

approval

by

the

Board.

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Gross

effective

investment

management

fee

rate

...................

0.675%

0.875%

0.841%

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Gross

effective

investment

management

fee

rate

...................

0.850%

0.675%

0.667%

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Class

A

................................................

0.35%

0.35%

0.35%

Class

C

................................................

1.00%

1.00%

1.00%

Class

R

................................................

0.50%

—%

0.50%

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Class

A

................................................

0.35%

0.35%

0.35%

Class

C

................................................

1.00%

1.00%

1.00%

Class

R

................................................

0.50%

0.50%

0.50%

3.

Transactions

with

Affiliates

(continued)

a.

Management

Fees

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

113

franklintempleton.com

Semiannual

Report

d.

Sales

Charges/Underwriting

Agreements

Front-end

sales

charges

and

contingent

deferred

sales

charges

(CDSC)

do

not

represent

expenses

of

the

Funds.

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

Funds

of

the

following

commission

transactions

related

to

the

sales

and

redemptions

of

the

Funds'

shares

for

the

period:

e.

Transfer

Agent

Fees

Each

class

of

shares

pays

transfer

agent

fees

to

Investor

Services

for

its

performance

of

shareholder

servicing

obligations.

Effective

October

1,

2022,

the

fees

are

based

on

an

annualized

asset

based

fee

of

0.016%

plus

a

reduced

transaction

based

fee.

Prior

to

October

1,

2022,

the

fees

were

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,

2023,

the

Funds

paid

transfer

agent

fees

as

noted

in

the

Statements

of

Operations

of

which

the

following

amounts

were

retained

by

Investor

Services:

f.

Investments

in

Affiliated

Management

Investment

Companies

Certain

or

all

Funds

invest

in

one

or

more

affiliated

management

investment

companies.

As

defined

in

the

1940

Act,

an

investment

is

deemed

to

be

a

“Controlled

Affiliate”

of

a

fund

when

a

fund

owns,

either

directly

or

indirectly,

25%

or

more

of

the

affiliated

fund’s

outstanding

shares

or

has

the

power

to

exercise

control

over

management

or

policies

of

such

fund.

The

Funds

do

not

invest

for

purposes

of

exercising

a

controlling

influence

over

the

management

or

policies.

Management

fees

paid

by

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Sales

charges

retained

net

of

commissions

paid

to

unaffiliated

brokers/

dealers

..................................................

$14,021

$6,652

$107,130

CDSC

retained

............................................

$764

$2,191

$9,523

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Sales

charges

retained

net

of

commissions

paid

to

unaffiliated

brokers/

dealers

..................................................

$5,008

$11,890

$43,322

CDSC

retained

............................................

$253

$1,681

$2,811

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Transfer

agent

fees

.........................................

$469,519

$98,782

$1,825,287

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Transfer

agent

fees

.........................................

$151,426

$471,973

$1,156,311

3.

Transactions

with

Affiliates

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

114

franklintempleton.com

Semiannual

Report

the

Funds

are

waived

on

assets

invested

in

the

affiliated

management

investment

companies,

as

noted

in

the

Statements

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,

2023,

investments

in

affiliated

management

investment

companies

were

as

follows:

g.

Waiver

and

Expense

Reimbursements

Franklin

Mutual

has

contractually

agreed

in

advance

to

waive

or

limit

its

fees

and

to

assume

as

its

own

expense

certain

expenses

otherwise

payable

by

Franklin

Mutual

Global

Discovery

Fund

so

that

the

operating

expenses

(excluding

interest

expense,

distribution

fees,

acquired

fund

fees

and

expenses,

expenses

related

to

securities

sold

short,

and

certain

non-routine

expenses

or

costs,

including

those

relating

to

litigation,

indemnification,

reorganizations,

and

liquidations)

for

each

class

of

the

Fund

do

not

exceed

1.00%

based

on

the

average

net

assets

of

each

class

until

April

30,

2024.

Total

expenses

waived

or

paid

are

not

subject

to

recapture

subsequent

to

the

Fund's

fiscal

year

end.

Effective

May

1,

2023,

Franklin

Mutual

has

contractually

agreed

in

advance

to

waive

or

limit

its

fees

and

to

assume

as

its

own

expense

certain

expenses

otherwise

payable

by

Franklin

Mutual

International

Value

Fund

so

that

the

operating

expenses

(excluding

interest

expense,

distribution

fees,

acquired

fund

fees

and

expenses,

expenses

related

to

securities

sold

short,

and

certain

non-routine

expenses

or

costs,

including

those

relating

to

litigation,

indemnification,

reorganizations,

and

liquidations)

for

each

class

of

the

Fund

do

not

exceed

0.95%

based

on

the

average

net

assets

of

each

class

until

April

30,

2024.

Total

expenses

waived

or

paid

are

not

subject

to

recapture

subsequent

to

the

Fund's

fiscal

year

end.

For

Franklin

Mutual

Beacon

Fund,

Franklin

Mutual

International

Value

Fund

and

Franklin

Mutual

Quest

Fund,

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,

2024.

    aa

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

Investment

Income

a      

a  

a  

a  

a  

a  

a  

a  

Franklin

Mutual

Financial

Services

Fund

Non-Controlled

Affiliates

Income

from

securities

loaned

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

4.699%

$3,000

$467,000

$(470,000)

$—

$—

$—

—

$420

Total

Affiliated

Securities

...

$3,000

$467,000

$(470,000)

$—

$—

$—

$420

Franklin

Mutual

Quest

Fund

Non-Controlled

Affiliates

Income

from

securities

loaned

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

4.699%

$—

$11,946,000

$(11,846,000)

$—

$—

$100,000

100,000

$8,613

Total

Affiliated

Securities

...

$—

$11,946,000

$(11,846,000)

$—

$—

$100,000

$8,613

3.

Transactions

with

Affiliates

(continued)

f.

Investments

in

Affiliated

Management

Investment

Companies

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

115

franklintempleton.com

Semiannual

Report

For

Franklin

Mutual

Financial

Services

Fund,

Franklin

Mutual

Global

Discovery

Fund

and

Franklin

Mutual

Shares

Fund,

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,

2024.

4.

Expense

Offset

Arrangement

The

Funds

have entered

into

an

arrangement

with

their

custodian

whereby

credits

realized

as

a

result

of

uninvested

cash

balances

are

used

to

reduce

a

portion

of

the

Funds'

custodian

expenses.

During

the

period

ended

June

30,

2023,

the

custodian

fees

were

reduced

as

noted

in

the

Statements

of

Operations.

Effective

July

10,

2023,

earned

credits,

if

any,

will

be

recognized

as

income.

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,

2023,

the

Funds'

projected

benefit

obligation

and

benefit

payments

under

the

Plan

were

as

follows:

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

a

Projected

benefit

obligation

at

June

30,

2023

.....................

$71,203

$5,726

$457,167

b

Increase

(decrease)

in

projected

benefit

obligation

.................

$(92,285)

$(11,842)

$(276,285)

Benefit

payments

made

to

retired

trustees

........................

$(4,497)

$(535)

$(13,159)

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

a

Projected

benefit

obligation

at

June

30,

2023

.....................

$79,049

$127,480

$453,446

b

Increase

(decrease)

in

projected

benefit

obligation

.................

$(21,911)

$(89,223)

$(228,753)

Benefit

payments

made

to

retired

trustees

........................

$(1,129)

$(4,089)

$(10,384)

a

The

projected

benefit

obligation

is

included

in

trustees’

fees

and

expenses

in

the

Statements

of

Assets

and

Liabilities.

b

The

increase

(decrease)

in

projected

benefit

obligation

is

reflected

in

trustees’

fees

and

expenses

in

the

Statements

of

Operations.

3.

Transactions

with

Affiliates

(continued)

g.

Waiver

and

Expense

Reimbursements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

116

franklintempleton.com

Semiannual

Report

6.

Income

Taxes

For

tax

purposes,

capital

losses

may

be

carried

over

to

offset

future

capital

gains.

At

December

31,

2022,

the

capital

loss

carryforwards

were

as

follows:

a

Includes

$

2

,

936

,

881

from

the

acquired

Franklin

Mutual

International

Fund,

which

may

be

carried

over

to

offset

future

capital

gains,

subject

to

certain

limitations.

At

June

30,

2023,

the

cost

of

investments

and

net

unrealized

appreciation

(depreciation)

for

income

tax

purposes

were

as

follows:

Differences

between

income

and/or

capital

gains

as

determined

on

a

book

basis

and

a

tax

basis

are

primarily

due

to

differing

treatments

of

defaulted

securities,

foreign

currency

transactions,

wash

sales,

EU

reclaims,

passive

foreign

investment

company

shares,

bond

discounts

and

premiums,

tax

straddles,

derivative

financial

instruments

and

corporate

actions.

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

1

1

1

Capital

loss

carryforwards

not

subject

to

expiration:

Short

term

...............................................................

$

—

$—

Long

term

...............................................................

22,550,737

 2,936,881

a

Total

capital

loss

carryforwards

..............................................

$22,550,737

$2,936,881

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

1

1

1

Capital

loss

carryforwards

not

subject

to

expiration:

Short

term

...............................................................

$3,622,477

$56,142,413

Long

term

...............................................................

 101,543,973

 229,013,112

Total

capital

loss

carryforwards

..............................................

$105,166,450

$285,155,525

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

a

a

a

a

Cost

of

investments

........................................

$2,404,948,235

$299,656,130

$7,183,013,286

Unrealized

appreciation

......................................

$703,899,937

$59,920,365

$2,016,261,595

Unrealized

depreciation

......................................

(82,981,266)

(29,029,068)

(203,478,803)

Net

unrealized

appreciation

(depreciation)

........................

$620,918,671

$30,891,297

$1,812,782,792

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

a

a

a

a

Cost

of

investments

........................................

$698,367,661

$2,662,750,187

$5,617,461,349

Unrealized

appreciation

......................................

$111,542,251

$185,737,228

$1,495,297,055

Unrealized

depreciation

......................................

(29,459,644)

(264,757,931)

(174,701,103)

Net

unrealized

appreciation

(depreciation)

........................

$82,082,607

$(79,020,703)

$1,320,595,952

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

117

franklintempleton.com

Semiannual

Report

7.

Investment

Transactions

Purchases

and

sales

of

investments

(excluding

short

term

securities

and

securities

sold

short)

for

the

period

ended

June

30,

2023,

were

as

follows:

At

June

30,

2023,

in

connection

with

securities

lending

transactions,

Franklin

Mutual

Quest

Fund

loaned

equity

investments

and

received $104,000

of

cash

collateral. The

gross

amount

of

recognized

liability

for

such

transactions

is

included

in

payable

upon

return

of

securities

loaned

in

the

Statements

of

Assets

and

Liabilities.

The

agreements

can

be

terminated

at

any

time.

8.

Credit Risk

and

Defaulted

Securities

The

Funds

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

Funds.

If

it

becomes

probable

that

the

income

on

debt

securities,

including

those

of

distressed

companies,

will

not

be

collected,

the

Funds

discontinue

accruing

income

and

recognize

an

adjustment

for

uncollectible

interest.

At

June

30,

2023,

the

aggregate

long

value

of

distressed

company

securities

for

which

interest

recognition

has

been

discontinued

for

Franklin

Mutual

Quest

Fund

was

$3,600,604,

representing

0.1%

of

the

Fund's

net

assets.

For

information

as

to

specific

securities,

see

the

accompanying

Schedule

of

Investments.

At

June

30,

2023,

Franklin

Mutual

Beacon

Fund,

Franklin

Mutual

Financial

Services

Fund,

Franklin

Mutual

Global

Discovery

Fund,

Franklin

Mutual

International

Value

Fund

and

Franklin

Mutual

Shares

Fund

did

not

hold

any

distressed

company

securities

for

which

interest

recognition

has

been

discontinued.

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.

Political

and

financial

uncertainty

in

many

foreign

regions

may

increase

market

volatility

and

the

economic

risk

of

investing

in

foreign

securities.

In

addition,

certain

foreign

securities

may

not

be

as

liquid

as

U.S.

securities.

Franklin

Mutual

Beacon

Fund

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Purchases

...............................................

$666,709,117

$45,233,214

$1,663,437,360

Sales

...................................................

$790,071,401

$67,707,162

$2,029,511,843

Franklin

Mutual

International

Value

Fund

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Purchases

...............................................

$322,036,794

$1,302,228,264

$1,136,760,684

Sales

...................................................

$326,197,271

$1,439,056,237

$1,627,359,363

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

118

franklintempleton.com

Semiannual

Report

10.

Restricted

Securities

Certain

or

all

Funds

invest

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

Funds

may

have

registration

rights

for

restricted

securities.

The

issuer

generally

incurs

all

registration

costs.

At

June

30,

2023,

investments

in

restricted

securities,

excluding

securities

exempt

from

registration

under

the

1933

Act,

were

as

follows:

Shares

Issuer

Acquisition

Date

Cost

Value

Franklin

Mutual

Beacon

Fund

2,846,329

International

Automotive

Components

Group

Brazil

LLC

4/13/06

-

12/26/08

$

1,890,264

$

90,775

Total

Restricted

Securities

(Value

is

0.0%

†

of

Net

Assets)

.............

$1,890,264

$90,775

Shares

Issuer

Acquisition

Date

Cost

Value

Franklin

Mutual

Global

Discovery

Fund

3,819,425

International

Automotive

Components

Group

Brazil

LLC

4/13/06

-

12/26/08

$

2,536,499

$

121,809

Total

Restricted

Securities

(Value

is

0.0%

†

of

Net

Assets)

.............

$2,536,499

$121,809

Principal

Amount

/

Shares

/

Warrants

Issuer

Acquisition

Date

Cost

Value

Franklin

Mutual

Quest

Fund

106,532

Inclusive

Language

Services

LLC,

Membership

Interests,

B

...............................

4/30/14

$

—

$

17,315,589

2,548,299

International

Automotive

Components

Group

Brazil

LLC

4/13/06

-

12/26/08

1,692,334

81,270

224,279

Sorenson

Communications

LLC,

Membership

Interests

4/01/22

—

—

25,335,818

Sorenson

Communications

LLC,

Term

Loan,

A,

PIK,

10%,

4/01/30

.............................

4/01/22

-

6/30/23

25,260,28

1

23,856,504

104,434,858

Sorenson

Communications

LLC,

Term

Loan,

B,

PIK,

8%,

4/01/30

..................................

4/01/22

-

6/30/23

103,605,535

83,760,314

1

Tenerity

,

Inc.

...............................

1/31/22

204

48

48,380

Tenerity

,

Inc.,

4/10/24

.........................

5/11/17

6,590,959

798,156

7,104

Wayne

Services

Legacy,

Inc.

...................

1/22/19

—

—

1,714,983

Windstream

Holdings,

Inc.

.....................

9/21/20

-

6/09/23

14,021,182

15,443,468

Total

Restricted

Securities

(Value

is

5.4%

of

Net

Assets)

..............

$151,170,495

$141,255,349

Shares

Issuer

Acquisition

Date

Cost

Value

Franklin

Mutual

Shares

Fund

7,234,813

International

Automotive

Components

Group

Brazil

LLC

4/13/06

-

12/26/08

$

4,804,678

$

230,733

7,469

Wayne

Services

Legacy,

Inc.

...................

1/22/19

—

—

2,243,497

Windstream

Holdings,

Inc.

.....................

9/21/20

-

6/09/23

18,342,152

20,202,751

Total

Restricted

Securities

(Value

is

0.3%

of

Net

Assets)

..............

$23,146,830

$20,433,484

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

119

franklintempleton.com

Semiannual

Report

11.

Other

Derivative

Information

At

June

30,

2023,

investments

in

derivative

contracts

are

reflected

in

the

Statements of

Assets

and

Liabilities

as

follows:

†

Rounds

to

less

than

0.1%

of

net

assets.

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

Franklin

Mutual

Financial

Services

Fund

Foreign

exchange

contracts

..

Variation

margin

on

futures

contracts

$—

Variation

margin

on

futures

contracts

$148,426

a

Unrealized

appreciation

on

OTC

forward

exchange

contracts

274,994

Unrealized

depreciation

on

OTC

forward

exchange

contracts

131,497

Total

....................

$274,994

$279,923

Franklin

Mutual

Global

Discovery

Fund

Foreign

exchange

contracts

..

Variation

margin

on

futures

contracts

—

Variation

margin

on

futures

contracts

3,674,731

a

Unrealized

appreciation

on

OTC

forward

exchange

contracts

14,805,961

Unrealized

depreciation

on

OTC

forward

exchange

contracts

563,696

Total

....................

$14,805,961

$4,238,427

Franklin

Mutual

International

Value

Fund

Equity

contracts

...........

Variation

margin

on

futures

contracts

—

Variation

margin

on

futures

contracts

8,677

a

Total

....................

$—

$8,677

Franklin

Mutual

Quest

Fund

Foreign

exchange

contracts

..

Variation

margin

on

futures

contracts

—

Variation

margin

on

futures

contracts

420,417

a

Unrealized

appreciation

on

OTC

forward

exchange

contracts

232,157

Unrealized

depreciation

on

OTC

forward

exchange

contracts

516,079

Equity

contracts

...........

Investments

in

securities,

at

value

132,000

b

Options

written,

at

value

4,421,750

Total

....................

$364,157

$5,358,246

Franklin

Mutual

Shares

Fund

Foreign

exchange

contracts

..

Variation

margin

on

futures

contracts

—

Variation

margin

on

futures

contracts

212,705

a

Unrealized

appreciation

on

OTC

forward

exchange

contracts

35,303

Unrealized

depreciation

on

OTC

forward

exchange

contracts

394,712

Total

....................

$35,303

$607,417

10.

Restricted

Securities

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

120

franklintempleton.com

Semiannual

Report

For

the

period

ended

June

30,

2023,

the

effect

of

derivative

contracts

in

the

Statements

of

Operations

was

as

follows:

a

This

amount

reflects

the

cumulative

appreciation

(depreciation)

of

futures

contracts

as

reported

in

the

Schedules

of

Investments.

Only

the

variation

margin

receivable/

payable

at

period

end

is

separately

reported

within

the

Statements

of

Assets

and

Liabilities.

Prior

variation

margin

movements

were

recorded

to

cash

upon

receipt

or

payment.

b

Purchased

option

contracts

are

included

in

investments

in

securities,

at

value

in

the

Statements

of

Assets

and

Liabilities.

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

Franklin

Mutual

Financial

Services

Fund

Net

realized

gain

(loss)

from:

Net

change

in

unrealized

  appreciation

(depreciation)

on:

Foreign

exchange

contracts

.....

Futures

contracts

$(156,141)

Futures

contracts

$(111,214)

Forward

exchange

contracts

(2,241,851)

Forward

exchange

contracts

1,641,086

Total

.......................

$(2,397,992)

$1,529,872

Franklin

Mutual

Global

Discovery

Fund

Foreign

exchange

contracts

.....

Futures

contracts

(2,625,186)

Futures

contracts

(668,161)

Forward

exchange

contracts

(8,797,338)

Forward

exchange

contracts

33,970,935

Total

.......................

$(11,422,524)

$33,302,774

Franklin

Mutual

International

Value

Fund

Foreign

exchange

contracts

.....

Futures

contracts

(3,774,764)

Futures

contracts

848,440

Forward

exchange

contracts

(5,443,911)

Forward

exchange

contracts

1,788,975

Equity

Contracts

..............

Futures

contracts

96,113

Futures

contracts

33,282

Total

.......................

$(9,122,562)

$2,670,697

Franklin

Mutual

Quest

Fund

Foreign

exchange

contracts

.....

Futures

contracts

(624,345)

Futures

contracts

(523,015)

Forward

exchange

contracts

(3,447,201)

Forward

exchange

contracts

1,714,881

Equity

Contracts

..............

Investments

(592,958)

a

Investments

(132,765)

a

Written

options

1,607,726

Written

options

(1,619,335)

Total

.......................

$(3,056,778)

$(560,234)

11.

Other

Derivative

Information

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

121

franklintempleton.com

Semiannual

Report

For

the period

ended

June

30,

2023,

the

average

month

end

notional

amount

of

futures

contracts

and

options

and

the

average

month

end

contract

value

for

forward

exchange

contracts,

were

as

follows:

See

Note

1(d)

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.

Additionally,

as

defined

in

the

1940

Act,

an

investment

is

deemed

to

be

a

“Controlled

Affiliate”

of

a

fund

when

a

fund

owns,

either

directly

or

indirectly,

25%

or

more

of

the

affiliated

companies’

outstanding

shares

or

has

the

power

to

exercise

control

over

management

or

policies

of

such

company.

During

the

period

ended

June

30,

2023,

investments

in

“affiliated

companies”

were

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

Franklin

Mutual

Shares

Fund

Net

realized

gain

(loss)

from:

Net

change

in

unrealized

  appreciation

(depreciation)

on:

Foreign

exchange

contracts

.....

Futures

contracts

$(597,425)

Futures

contracts

$(599,362)

Forward

exchange

contracts

(5,485,193)

Forward

exchange

contracts

3,738,410

Total

.......................

$(6,082,618)

$3,139,048

a

Purchased

option

contracts

are

included

in

net

realized

gain

(loss)

from

investments

and

net

change

in

unrealized

appreciation

(depreciation)

on

investments

in

the

Statements

of

Operations.

Franklin

Mutual

Financial

Services

Fund

Franklin

Mutual

Global

Discovery

Fund

Franklin

Mutual

International

Value

Fund

Futures

contracts

..........................................

$

12,722,104

$286,509,835

$

83,467,353

Forward

exchange

contracts

..................................

50,278,960

629,196,966

126,770,773

Franklin

Mutual

Quest

Fund

Franklin

Mutual

Shares

Fund

Futures

contracts

...........................................................

$40,316,112

$28,582,323

Forward

exchange

contracts

...................................................

97,187,464

89,991,180

Options

...................................................................

186,520,029

—

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

Investment

Income

Franklin

Mutual

Financial

Services

Fund

Non-Controlled

Affiliates

Dividends

AB&T

Financial

Corp

...

$

136,791

$

—

$

—

$

—

$

(18,484)

$

118,307

226,100

$

288

11.

Other

Derivative

Information

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

122

franklintempleton.com

Semiannual

Report

13.

Credit

Facility

The

Funds,

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

$2.675

billion

(Global

Credit

Facility)

which

matures

on

February

2,

2024.

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.

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

Investment

Income

Franklin

Mutual

Financial

Services

Fund

(continued)

Non-Controlled

Affiliates

Total

Affiliated

Securities

(Value

is

0.0%

*

of

Net

Assets)

............

$136,791

$—

$—

$—

$(18,484)

$118,307

$288

Franklin

Mutual

Quest

Fund

Non-Controlled

Affiliates

Dividends

Inclusive

Language

Services

LLC,

Membership

Interests,

B

..........

$

9,476,129

$

—

$

—

$

—

$

7,839,460

$

17,315,589

106,532

$

—

Sorenson

Communications

LLC,

Membership

Interests

—

—

—

—

—

—

224,279

—

Wayne

Services

Legacy,

Inc.

...............

—

—

—

—

—

—

7,104

—

Interest

Sorenson

Communications

LLC,

Term

Loan,

A,

PIK,

10%,

4/01/30

........

23,170,071

630,904

a

—

—

55,529

23,856,504

25,335,818

1,826,370

Sorenson

Communications

LLC,

Term

Loan,

B,

PIK,

8%,

4/01/30

.........

78,322,185

4,290,158

a

—

—

1,147,971

83,760,314

104,434,858

7,881,423

Total

Affiliated

Securities

(Value

is

4.8%

of

Net

Assets)

............

$110,968,385

$4,921,062

$—

$—

$9,042,960

$124,932,407

$9,707,793

Franklin

Mutual

Shares

Fund

Non-Controlled

Affiliates

Dividends

International

Automotive

Components

Group

Brazil

LLC

...............

254,651

—

—

—

(23,918)

230,733

7,234,813

—

Wayne

Services

Legacy,

Inc.

...............

—

—

—

—

—

—

7,469

—

Total

Affiliated

Securities

(Value

is

0.0%

*

of

Net

Assets)

............

$254,651

$—

$—

$—

$(23,918)

$230,733

$—

*

Rounds

to

less

than

0.1%

of

net

assets.

a

May

include

accretion,

amortization,

partnership

adjustments,

and/or

corporate

actions.

12.

Holdings

of

5%

Voting

Securities

of

Portfolio

Companies

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

123

franklintempleton.com

Semiannual

Report

Under

the

terms

of

the

Global

Credit

Facility,

the

Funds

shall,

in

addition

to

interest

charged

on

any

borrowings

made

by

the

Funds

and

other

costs

incurred

by

the

Funds,

pay

their

share

of

fees

and

expenses

incurred

in

connection

with

the

implementation

and

maintenance

of

the

Global

Credit

Facility,

based

upon

their

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

Statements

of

Operations.

During

the

period ended

June

30,

2023,

the

Funds

did

not

use

the

Global

Credit

Facility.

14.

Fair

Value

Measurements

The Funds

follow

a

fair

value

hierarchy

that

distinguishes

between

market

data

obtained

from

independent

sources

(observable

inputs)

and

the Funds'

own

market

assumptions

(unobservable

inputs).

These

inputs

are

used

in

determining

the

value

of

the Funds' 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 Funds'

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,

2023,

in

valuing

the

Funds'

assets

and

liabilities

carried

at

fair

value,

is

as

follows:

Level

1

Level

2

Level

3

Total

Franklin

Mutual

Beacon

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

...................

$

—

$

91,955,038

$

—

$

91,955,038

Air

Freight

&

Logistics

...................

65,882,083

—

—

65,882,083

Automobile

Components

.................

—

—

90,775

90,775

Banks

...............................

126,680,858

167,052,231

—

293,733,089

Beverages

...........................

—

100,478,928

—

100,478,928

Building

Products

......................

89,727,502

—

—

89,727,502

Capital

Markets

........................

97,248,927

—

—

97,248,927

Consumer

Staples

Distribution

&

Retail

......

—

60,255,320

—

60,255,320

Containers

&

Packaging

.................

67,039,321

—

—

67,039,321

Diversified

Telecommunication

Services

.....

—

94,190,940

—

94,190,940

Energy

Equipment

&

Services

.............

70,119,291

—

—

70,119,291

Entertainment

.........................

59,035,543

—

—

59,035,543

Financial

Services

......................

83,600,525

—

—

83,600,525

Health

Care

Equipment

&

Supplies

.........

119,316,649

—

—

119,316,649

Health

Care

Providers

&

Services

..........

68,824,964

—

—

68,824,964

Household

Products

....................

—

99,996,193

—

99,996,193

Insurance

............................

93,157,510

—

—

93,157,510

Interactive

Media

&

Services

..............

88,128,975

—

—

88,128,975

Machinery

............................

91,911,366

—

—

91,911,366

Media

...............................

97,147,323

—

—

97,147,323

Metals

&

Mining

.......................

—

70,174,508

—

70,174,508

Oil,

Gas

&

Consumable

Fuels

.............

—

110,313,321

—

110,313,321

Personal

Care

Products

.................

—

90,408,133

—

90,408,133

Pharmaceuticals

.......................

250,279,660

92,803,097

—

343,082,757

13.

Credit

Facility

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

124

franklintempleton.com

Semiannual

Report

Level

1

Level

2

Level

3

Total

Franklin

Mutual

Beacon

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Retail

REITs

..........................

$

66,070,378

$

—

$

—

$

66,070,378

Software

.............................

56,532,887

—

—

56,532,887

Textiles,

Apparel

&

Luxury

Goods

..........

62,357,417

92,905,495

—

155,262,912

Tobacco

.............................

—

88,070,323

—

88,070,323

Trading

Companies

&

Distributors

..........

86,611,425

—

—

86,611,425

Companies

in

Liquidation

..................

—

—

—

a

—

Short

Term

Investments

...................

—

127,500,000

—

127,500,000

Total

Investments

in

Securities

...........

$1,739,672,604

$1,286,103,527

b

$90,775

$3,025,866,906

Franklin

Mutual

Financial

Services

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Banks

...............................

69,856,100

43,449,365

—

113,305,465

Capital

Markets

........................

8,783,698

8,996,012

—

17,779,710

Consumer

Finance

.....................

10,868,534

—

—

10,868,534

Financial

Services

......................

34,476,711

—

—

34,476,711

Household

Durables

....................

10,789,393

—

—

10,789,393

Insurance

............................

66,102,381

30,744,695

—

96,847,076

Office

REITs

..........................

4,534,474

—

—

4,534,474

Professional

Services

...................

6,282,523

—

—

6,282,523

Real

Estate

Management

&

Development

....

6,192,169

4,860,179

—

11,052,348

Trading

Companies

&

Distributors

..........

8,216,122

—

—

8,216,122

Short

Term

Investments

...................

—

16,400,000

—

16,400,000

Total

Investments

in

Securities

...........

$226,102,105

$104,450,251

c

$—

$330,552,356

Other

Financial

Instruments:

Forward

exchange

contracts

...............

$

—

$

274,994

$

—

$

274,994

Total

Other

Financial

Instruments

.........

$—

$274,994

$—

$274,994

Liabilities:

Other

Financial

Instruments:

Forward

exchange

contracts

................

$

—

$

131,497

$

—

$

131,497

Futures

contracts

........................

148,426

—

—

148,426

Total

Other

Financial

Instruments

.........

$148,426

$131,497

$—

$279,923

Franklin

Mutual

Global

Discovery

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

...................

—

146,990,349

—

146,990,349

Automobile

Components

.................

—

179,563,045

121,809

179,684,854

Automobiles

..........................

183,854,466

—

—

183,854,466

Banks

...............................

186,660,605

311,501,575

—

498,162,180

Biotechnology

.........................

71,527,650

—

—

71,527,650

Building

Products

......................

155,520,487

—

—

155,520,487

Capital

Markets

........................

143,492,413

—

—

143,492,413

Chemicals

...........................

—

194,370,612

—

194,370,612

Consumer

Finance

.....................

197,881,719

—

—

197,881,719

Consumer

Staples

Distribution

&

Retail

......

—

110,809,286

—

110,809,286

Diversified

Telecommunication

Services

.....

—

234,221,852

—

234,221,852

Electrical

Equipment

....................

—

150,320,907

—

150,320,907

Energy

Equipment

&

Services

.............

173,808,664

—

—

173,808,664

Entertainment

.........................

315,991,345

—

—

315,991,345

Financial

Services

......................

489,061,066

—

—

489,061,066

14.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

125

franklintempleton.com

Semiannual

Report

Level

1

Level

2

Level

3

Total

Franklin

Mutual

Global

Discovery

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Food

Products

........................

$

159,868,250

$

171,975,395

$

—

$

331,843,645

Health

Care

Equipment

&

Supplies

.........

199,454,083

—

—

199,454,083

Health

Care

Providers

&

Services

..........

485,196,678

164,772,680

—

649,969,358

Household

Durables

....................

130,593,084

—

—

130,593,084

Household

Products

....................

—

140,468,692

—

140,468,692

Industrial

Conglomerates

................

—

136,041,530

—

136,041,530

Insurance

............................

313,070,718

172,667,863

—

485,738,581

Interactive

Media

&

Services

..............

136,471,043

—

—

136,471,043

IT

Services

...........................

—

173,901,505

—

173,901,505

Machinery

............................

149,443,046

—

—

149,443,046

Media

...............................

187,425,194

—

—

187,425,194

Metals

&

Mining

.......................

—

133,169,488

—

133,169,488

Oil,

Gas

&

Consumable

Fuels

.............

165,026,225

356,582,550

—

521,608,775

Personal

Care

Products

.................

—

167,633,022

—

167,633,022

Pharmaceuticals

.......................

493,450,073

171,088,367

—

664,538,440

Real

Estate

Management

&

Development

....

166,689,798

—

—

166,689,798

Semiconductors

&

Semiconductor

Equipment

.

79,086,944

159,610,453

—

238,697,397

Software

.............................

135,463,458

—

—

135,463,458

Technology

Hardware,

Storage

&

Peripherals

.

—

172,063,986

—

172,063,986

Tobacco

.............................

—

169,202,840

—

169,202,840

Trading

Companies

&

Distributors

..........

296,589,942

—

—

296,589,942

Corporate

Bonds

........................

—

44,970,965

—

44,970,965

Senior

Floating

Rate

Interests

...............

—

75,083,412

—

75,083,412

Companies

in

Liquidation

..................

—

—

—

a

—

Short

Term

Investments

...................

—

232,469,410

—

232,469,410

Total

Investments

in

Securities

...........

$5,015,626,951

$3,969,479,784

d

$121,809

$8,985,228,544

Other

Financial

Instruments:

Forward

exchange

contracts

...............

$

—

$

14,805,961

$

—

$

14,805,961

Total

Other

Financial

Instruments

.........

$—

$14,805,961

$—

$14,805,961

Liabilities:

Other

Financial

Instruments:

Forward

exchange

contracts

................

$

—

$

563,696

$

—

$

563,696

Futures

contracts

........................

3,674,731

—

—

3,674,731

Total

Other

Financial

Instruments

.........

$3,674,731

$563,696

$—

$4,238,427

Franklin

Mutual

International

Value

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

...................

—

33,695,993

—

33,695,993

Automobile

Components

.................

—

33,974,746

—

33,974,746

Banks

...............................

—

88,878,443

—

88,878,443

Beverages

...........................

—

27,106,141

—

27,106,141

Capital

Markets

........................

—

14,216,196

—

14,216,196

Chemicals

...........................

—

22,137,566

—

22,137,566

Consumer

Staples

Distribution

&

Retail

......

—

19,268,977

—

19,268,977

Diversified

Telecommunication

Services

.....

—

51,891,889

—

51,891,889

Electrical

Equipment

....................

—

8,974,183

—

8,974,183

Electronic

Equipment,

Instruments

&

Components

..........................

—

17,932,096

—

17,932,096

Food

Products

........................

—

11,113,852

—

11,113,852

Health

Care

Equipment

&

Supplies

.........

—

15,651,087

—

15,651,087

Health

Care

Providers

&

Services

..........

—

16,915,874

—

16,915,874

14.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

126

franklintempleton.com

Semiannual

Report

Level

1

Level

2

Level

3

Total

Franklin

Mutual

International

Value

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Household

Durables

....................

$

—

$

18,636,702

$

—

$

18,636,702

Household

Products

....................

—

7,251,382

—

7,251,382

Independent

Power

and

Renewable

Electricity

Producers

............................

—

14,168,174

—

14,168,174

Industrial

Conglomerates

................

—

16,051,596

—

16,051,596

Insurance

............................

—

38,956,729

—

38,956,729

Interactive

Media

&

Services

..............

—

11,277,692

—

11,277,692

IT

Services

...........................

—

15,820,262

—

15,820,262

Machinery

............................

—

21,540,541

—

21,540,541

Metals

&

Mining

.......................

—

23,268,470

—

23,268,470

Oil,

Gas

&

Consumable

Fuels

.............

12,287,440

50,587,622

—

62,875,062

Personal

Care

Products

.................

—

12,570,804

—

12,570,804

Pharmaceuticals

.......................

—

37,452,229

—

37,452,229

Semiconductors

&

Semiconductor

Equipment

.

—

16,323,002

—

16,323,002

Software

.............................

15,447,868

—

—

15,447,868

Technology

Hardware,

Storage

&

Peripherals

.

—

25,786,379

—

25,786,379

Textiles,

Apparel

&

Luxury

Goods

..........

—

21,834,968

—

21,834,968

Tobacco

.............................

—

13,487,305

—

13,487,305

Trading

Companies

&

Distributors

..........

16,058,364

—

—

16,058,364

Short

Term

Investments

...................

—

29,894,373

—

29,894,373

Total

Investments

in

Securities

...........

$43,793,672

$736,665,273

e

$—

$780,458,945

Liabilities:

Other

Financial

Instruments:

Futures

contracts

........................

$

8,677

$

—

$

—

$

8,677

..............................................................

Total

Other

Financial

Instruments

.........

$8,677

$—

$—

$8,677

Franklin

Mutual

Quest

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Air

Freight

&

Logistics

...................

28,328,849

—

—

28,328,849

Automobile

Components

.................

—

28,253,140

81,270

28,334,410

Automobiles

..........................

29,327,271

—

—

29,327,271

Banks

...............................

68,147,289

—

—

68,147,289

Beverages

...........................

—

26,749,945

—

26,749,945

Biotechnology

.........................

68,012,134

—

—

68,012,134

Broadline

Retail

.......................

13,002,511

—

—

13,002,511

Chemicals

...........................

29,928,330

34,468,465

—

64,396,795

Communications

Equipment

..............

—

—

17,315,589

a

17,315,589

Containers

&

Packaging

.................

30,292,313

—

—

30,292,313

Diversified

Telecommunication

Services

.....

—

28,444,592

15,443,468

43,888,060

Electric

Utilities

........................

52,085,095

—

—

52,085,095

Energy

Equipment

&

Services

.............

58,480,515

—

—

58,480,515

Entertainment

.........................

97,716,996

—

—

97,716,996

Financial

Services

......................

93,416,835

—

—

93,416,835

Food

Products

........................

—

12,946,824

—

12,946,824

Health

Care

Equipment

&

Supplies

.........

6,320,118

—

—

6,320,118

Health

Care

Providers

&

Services

..........

152,044,722

15,229,573

—

167,274,295

Household

Products

....................

—

24,516,767

—

24,516,767

Independent

Power

and

Renewable

Electricity

Producers

............................

9,086,975

—

—

9,086,975

Insurance

............................

120,657,951

101,518,285

—

222,176,236

Media

...............................

86,890,704

—

48

86,890,752

14.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

127

franklintempleton.com

Semiannual

Report

Level

1

Level

2

Level

3

Total

Franklin

Mutual

Quest

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Metals

&

Mining

.......................

$

—

$

29,553,409

$

—

$

29,553,409

Office

REITs

..........................

9,622,309

—

—

9,622,309

Oil,

Gas

&

Consumable

Fuels

.............

84,641,423

47,169,722

—

131,811,145

Passenger

Airlines

.....................

8,980,669

—

—

8,980,669

Personal

Care

Products

.................

—

15,429,748

—

15,429,748

Pharmaceuticals

.......................

96,110,249

25,467,906

—

121,578,155

Professional

Services

...................

37,353,476

—

—

37,353,476

Real

Estate

Management

&

Development

....

5,795,953

12,487,530

—

18,283,483

Semiconductors

&

Semiconductor

Equipment

.

12,527,178

—

—

12,527,178

Software

.............................

81,802,834

—

—

81,802,834

Specialized

REITs

......................

14,975,675

—

—

14,975,675

Specialty

Retail

........................

—

—

—

a

—

Tobacco

.............................

—

75,856,449

—

75,856,449

Wireless

Telecommunication

Services

.......

2,401,557

—

—

2,401,557

Rights

.................................

—

652,279

—

652,279

Warrants

:

Media

...............................

—

—

798,156

798,156

Wireless

Telecommunication

Services

.......

841,242

—

—

841,242

Convertible

Bonds

.......................

—

7,120,000

—

7,120,000

Corporate

Bonds

........................

—

278,004,404

—

278,004,404

Senior

Floating

Rate

Interests

...............

—

114,678,430

107,616,818

222,295,248

Companies

in

Liquidation

..................

—

—

—

a

—

Options

purchased

.......................

132,000

—

—

132,000

Short

Term

Investments

...................

100,000

359,707,183

—

359,807,183

Total

Investments

in

Securities

...........

$1,299,023,173

$1,238,254,651

f

$141,255,349

$2,678,533,173

Other

Financial

Instruments:

Forward

exchange

contracts

...............

$

—

$

232,157

$

—

$

232,157

Total

Other

Financial

Instruments

.........

$—

$232,157

$—

$232,157

Liabilities:

Other

Financial

Instruments:

Options

written

..........................

$

4,421,750

$

—

$

—

$

4,421,750

Securities

Sold

Short

.....................

89,677,600

—

—

89,677,600

Forward

exchange

contracts

................

—

516,079

—

516,079

Futures

contracts

........................

420,417

—

—

420,417

Total

Other

Financial

Instruments

.........

$94,519,767

$516,079

$—

$95,035,846

Franklin

Mutual

Shares

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Air

Freight

&

Logistics

...................

102,371,468

—

—

102,371,468

Automobile

Components

.................

—

—

230,733

230,733

Automobiles

..........................

137,165,709

—

—

137,165,709

Banks

...............................

347,217,750

—

—

347,217,750

Biotechnology

.........................

56,850,440

—

—

56,850,440

Building

Products

......................

141,176,949

—

—

141,176,949

Capital

Markets

........................

118,567,832

—

—

118,567,832

Consumer

Finance

.....................

149,632,604

—

—

149,632,604

Containers

&

Packaging

.................

111,109,022

—

—

111,109,022

Diversified

Telecommunication

Services

.....

—

—

20,202,751

20,202,751

Electronic

Equipment,

Instruments

&

Components

..........................

156,263,320

—

—

156,263,320

Energy

Equipment

&

Services

.............

161,589,573

—

—

161,589,573

14.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

128

franklintempleton.com

Semiannual

Report

Level

1

Level

2

Level

3

Total

Franklin

Mutual

Shares

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Entertainment

.........................

$

280,738,809

$

—

$

—

$

280,738,809

Financial

Services

......................

451,656,646

—

—

451,656,646

Food

Products

........................

151,798,249

—

—

151,798,249

Health

Care

Equipment

&

Supplies

.........

152,477,313

—

—

152,477,313

Health

Care

Providers

&

Services

..........

370,816,927

—

—

370,816,927

Household

Durables

....................

129,322,640

—

—

129,322,640

Insurance

............................

238,639,939

—

—

238,639,939

Interactive

Media

&

Services

..............

207,975,164

—

—

207,975,164

Machinery

............................

149,748,837

—

—

149,748,837

Media

...............................

272,854,594

—

—

272,854,594

Metals

&

Mining

.......................

73,364,294

—

—

73,364,294

Oil,

Gas

&

Consumable

Fuels

.............

287,491,494

123,333,748

—

410,825,242

Personal

Care

Products

.................

53,411,148

—

—

53,411,148

Pharmaceuticals

.......................

404,352,265

124,351,419

—

528,703,684

Professional

Services

...................

255,049,138

—

—

255,049,138

Real

Estate

Management

&

Development

....

170,397,373

—

—

170,397,373

Retail

REITs

..........................

149,660,500

—

—

149,660,500

Software

.............................

235,967,209

—

—

235,967,209

Specialty

Retail

........................

—

—

—

a

—

Textiles,

Apparel

&

Luxury

Goods

..........

156,938,954

—

—

156,938,954

Tobacco

.............................

—

136,809,659

—

136,809,659

Trading

Companies

&

Distributors

..........

103,628,592

—

—

103,628,592

Wireless

Telecommunication

Services

.......

125,480,315

—

—

125,480,315

Corporate

Bonds

........................

—

136,038,155

—

136,038,155

Senior

Floating

Rate

Interests

...............

—

144,066,745

—

144,066,745

Companies

in

Liquidation

..................

—

—

—

a

—

Short

Term

Investments

...................

—

349,881,138

—

349,881,138

Total

Investments

in

Securities

...........

$5,903,715,067

$1,014,480,864

g

$20,433,484

$6,938,629,415

Other

Financial

Instruments:

Forward

exchange

contracts

...............

$

—

$

35,303

$

—

$

35,303

Total

Other

Financial

Instruments

.........

$—

$35,303

$—

$35,303

Liabilities:

Other

Financial

Instruments:

Forward

exchange

contracts

................

$

—

$

394,712

$

—

$

394,712

Futures

contracts

........................

212,705

—

—

212,705

Total

Other

Financial

Instruments

.........

$212,705

$394,712

$—

$607,417

a

Includes

financial

instruments

determined

to

have

no

value.

b

Includes

foreign

securities

valued

at

$1,158,603,527,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

c

Includes

foreign

securities

valued

at

$88,050,251,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

d

Includes

foreign

securities

valued

at

$3,616,955,997,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

e

Includes

foreign

securities

valued

at

$706,770,900,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

f

Includes

foreign

securities

valued

at

$478,092,355,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

g

Includes

foreign

securities

valued

at

$384,494,826,

which

were

categorized

as

Level

2

as

a

result

of

the

application

of

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

more

information.

14.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

129

franklintempleton.com

Semiannual

Report

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

be

ginning

and/or

end

of

the

period

.

At 

June

3

0

,

202

3

,

the

reconciliation

is

as

follows:

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,

2023,

are

as

follows:

Balance

at

Beginning

of

Period

Purchases

a

Sales

b

Transfer

Into

Level

3

Transfer

Out

of

Level

3

Net

Accretion

(

Amortiza

-

tion

)

Net

Realized

Gain

(Loss)

Net

Unr

ealized

Appreciatio

n

(

Depreciation

)

Balance

at

End

of

Period

Net

Change

in

Unrealized

Appreciation

(Depreciation)

on

Assets

Held

at

Period

End

a

a

a

a

a

a

a

a

a

a

a

Franklin

Mutual

Quest

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Automobile

Components

$

89,695

$

—

$

—

$

—

$

—

$

—

$

—

$

(8,425)

$

81,270

$

(8,425)

Communications

Equipment

........

9,476,129

c

—

—

—

—

—

—

7,839,460

17,315,589

c

7,839,460

Diversified

Telecommunication

Services

..........

15,568,639

1,161,706

—

—

—

—

—

(1,286,877)

15,443,468

(1,286,877)

Media

...........

44

—

—

—

—

—

—

4

48

4

Specialty

Retail

.....

—

c

—

—

—

—

—

—

—

—

c

—

Warrants

:

Diversified

Telecommunication

Services

..........

877,909

—

(1,161,706)

—

—

—

—

283,797

—

—

Media

...........

792,276

—

—

—

—

—

—

5,880

798,156

5,880

Senior

Floating

Rate

Interests

:

Communications

Equipment

........

101,492,256

4,892,311

—

—

—

28,751

—

1,203,500

107,616,818

1,203,500

Companies

in

Liquidation

:

 —

c

 —

 —

 —

 —

 —

 —

 —

 —

c

 —

Total

Investments

in

Securities

............

$128,296,948

$6,054,017

$(1,161,706)

$—

$—

$28,751

$—

$8,037,339

$141,255,349

$7,753,542

a

Purchases

include

all

purchases

of

securities

and

securities

received

in

corporate

actions.

b

Sales

include

all

sales

of

securities,

maturities,

paydowns

and

securities

tendered

in

corporate

actions.

c

Includes

financial

instruments

determined

to

have

no

value.

14.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

130

franklintempleton.com

Semiannual

Report

15.

New

Accounting

Pronouncements

In

March

2020,

the

FASB

issued

Accounting

Standards

Update

(ASU)

No.

2020-04,

Reference

Rate

Reform

(Topic

848)

–

Facilitation

of

the

Effects

of

Reference

Rate

Reform

on

Financial

Reporting.

In

January

2021

and

December

2022,

the

FASB

issued

ASU

No.

2021-01

and

ASU

No.

2022-06,

with

further

amendments

to

Topic

848.

The

amendments

in

the

ASUs

provide

optional

temporary

accounting

recognition

and 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

for

certain

LIBOR

settings

and

2023

for

the

remainder. The

ASUs

are

effective

for

certain

reference

rate-related

contract

modifications

that

occur

during

the

period

March

12,

2020

through

December

31,

2024.

Management

has

reviewed

the

requirements

and

believes

the

adoption

of

these

ASUs

will

not

have

a

material

impact

on

the

financial

statements. 

16.

Subsequent

Events

The

Funds

have

evaluated

subsequent

events

through

the

issuance

of

the

financial

statements

and

determined

that

no

events

have

occurred

that

require

disclosure

other

than

those

already

disclosed

in

the

financial

statements.

Description

Fair

Value

at

End

of

Period

Valuation

Technique

Unobservable

Inputs

Amount

/

Range

(Weighted

Average)

a

Impact

to

Fair

Value

if

Input

Increases

b

Franklin

Mutual

Quest

Fund

Assets:

Investments

in

Securities:

Common

Stocks:

Communications

Equipment.

.

.

.

.

.

.

.

$17,315,589

Market

comparables

Discount

for

lack

of

marketability

11.9%

Decrease

EV/EBITDA

multiple

6.7x

Increase

EV/revenue

multiple

1.7x

Increase

Diversified

Telecommunication

Services

15,443,468

Market

comparables

Discount

for

lack

of

marketability

10.0%

Decrease

EV/EBITDA

multiple

4.0x

Increase

Senior

Floating

Rate

Interests:

Communications

Equipment

.

.

.

.

.

.

107,616,818

Discounted

cash

flow

Discount

rate

10.8%

-

11.3%

(11.2%)

Decrease

All

Other

Investments

.

.

.

.

.

.

.

.

.

879,474

c,d

Total

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

$141,255,349

a

Weighted

based

on

the

relative

fair

value

of

the

financial

instruments.

b

Represents

the

directional

change

in

the

fair

value

of

the

Level

3

financial

instruments

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

increases

and

decreases

in

these

inputs

in

isolation

could

result

in

significantly

higher

or

lower

fair

value

measurements.

c

Includes

fair

value

of

immaterial

assets

and/or

liabilities

developed

using

various

valuation

techniques

and

unobservable

inputs.

May

also

include

values

derived

using

recent

transactions,

private

transaction

prices

or

non-public

third-party

pricing

information

which

is

unobservable.

d

Includes

financial

instruments

determined

to

have

no

value.

Abbreviations

List

EBITDA

-

Earnings

before

interest,

taxes,

depreciation

and

amortization

EV

-

Enterprise

value

14.

Fair

Value

Measurements

(continued)

Franklin

Mutual

Series

Funds

Notes

to

Financial

Statements

(unaudited)

131

franklintempleton.com

Semiannual

Report

Abbreviations

Counterparty

BOFA

Bank

of

America

N.A.

HSBK

HSBC

Bank

plc

UBSW

UBS

AG

Currency

EUR

Euro

GBP

British

Pound

USD

United

States

Dollar

Index

EAFE

Europe,

Australasia

and

the

Far

East

MSCI

Morgan

Stanley

Capital

International

Selected

Portfolio

ADR

American

Depositary

Receipt

CME

Chicago

Mercantile

Exchange

FHLB

Federal

Home

Loan

Banks

LIBOR

London

Interbank

Offered

Rate

PIK

Payment-In-Kind

REIT

Real

Estate

Investment

Trust

SOFR

Secured

Overnight

Financing

Rate

Franklin

Mutual

Series

Funds

Shareholder

Information

132

franklintempleton.com

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Report

Board

Approval

of

Investment

Management

Agreements

FRANKLIN

MUTUAL

SERIES

FUNDS

(Each

series

of

such

Trust,

a

“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

an

in

person

meeting

held

on

May

23,

2023,

unanimously

approved

the

renewal

of

each

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

Funds,

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

each

Fund

and

its

shareholders.

In

reaching

their

decision

on

the

investment

management

agreement,

the

trustees

took

into

account

information

furnished

throughout

the

year

at

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

each

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

(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

Funds’

investment

policies

and

restrictions.

During

the

renewal

process,

the

independent

trustees

considered

the

investment

manager’s

methods

of

operation

within

the

FT

group

and

its

activities

on

behalf

of

other

clients.

The

Board

also

reviewed

and

considered

an

annual

report

on

payments

made

by

FT

or

the

Funds

to

financial

intermediaries,

as

well

as

a

memorandum

relating

to

third-party

servicing

arrangements.

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

each

Fund’s

investment

performance

and

expenses

with

those

of

other

mutual

funds

deemed

comparable

to

such

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

each

Fund

and

how

such

instruments

are

used

to

carry

out

each

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

Franklin

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Series

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Shareholder

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133

franklintempleton.com

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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

each

Fund’s

disciplined

value

investment

approach

and

its

long-term

relationship

with

each

Fund

as

reasons

that

shareholders

choose

to

invest,

and

remain

invested,

in

the

Funds.

The

trustees

reviewed

each

Fund’s

portfolio

management

team,

including

its

performance,

staffing,

skills

and

compensation

program.

With

respect

to

portfolio

manager

compensation,

management

assured

the

trustees

that

each

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

Funds.

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

each

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

the

Funds’

shareholders

from

being

part

of

the

FT

group

of

funds,

including

the

right

to

exchange

investments

between

funds

(same

class)

without

a

sales

charge,

the

ability

to

reinvest

dividends

from

any

of

the

Funds

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

each

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

the

Funds’

shareholders

by

an

affiliate

of

the

investment

manager,

and

favorable

periodic

reports

on

shareholder

services

conducted

by

independent

third

parties.

While

such

considerations

directly

affected

the

trustees’

decision

in

renewing

each

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

each

Fund

and

its

shareholders

and

were

confident

in

the

abilities

of

the

management

team

to

continue

the

disciplined

value

investment

approach

of

each

Fund

and

to

provide

quality

services

to

such

Fund

and

its

shareholders.

INVESTMENT

PERFORMANCE.

The

trustees

reviewed

and

placed

significant

emphasis

on

the

investment

performance

of

the

Funds

over

the

one-,

three-,

five-

and

10-year

periods

ended

December

31,

2022.

They

considered

the

history

of

performance

of

each

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.

Franklin

Mutual

Series

Funds

Shareholder

Information

134

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Semiannual

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The

trustees

had

meetings

during

the

year,

including

the

meetings

referred

to

above

held

in

connection

with

the

renewal

process,

with

each

Fund’s

portfolio

managers

to

discuss

performance

and

the

management

of

such

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

Funds.

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.

Particular

attention

in

assessing

performance

was

given

to

the

Broadridge

Section

15(c)

Report.

That

report

showed

the

investment

performance

of

each

Fund

(Class

A

shares)

in

comparison

to

other

funds

determined

comparable

by

Lipper.

Franklin

Mutual

Shares

Fund.

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,

2022,

and

had

annualized

total

returns

for

the

three-

and

five-year

periods

in

the

lowest

performing

quintile.

The

trustees

noted

that

the

Fund’s

total

return

on

an

annualized

basis

for

the

10-year

period

ended

December

31,

2022

was

also

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

trustees

discussed

with

management

the

reasons

for

the

relative

underperformance

for

the

one-,

three-,

five-

and

10-year

periods

ended

December

31,

2022.

While

disappointed

with

the

relative

underperformance

of

the

Fund

(despite

the

moderate

improvement

for

the

one-year

period

ended

December

31,

2022)

the

Board

did

not

believe

that

any

changes

with

respect

to

the

Fund

were

warranted

at

the

time,

particularly

in

light

of

the

continued

enhancements

to

the

investment

manager’s

personnel

and

investment

process.

The

Board

noted

that

it

would

continue

to

monitor

future

performance.

Franklin

Mutual

Global

Discovery

Fund.

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

best

performing

quintile

for

the

one-year

period

ended

December

31,

2022,

and

had

annualized

total

returns

for

the

three-

and

five-year

periods

in

the

second-

lowest

performing

quintile.

The

trustees

noted

that

the

Fund’s

total

return

on

an

annualized

basis

for

the

10-year

period

ended

December

31,

2022

was

also

in

the

second-

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

trustees

discussed

with

management

the

reasons

for

the

relative

underperformance

for

the

three-,

five-

and

10-year

periods

ended

December

31,

2022.

The

Board

was

encouraged

by

improved

performance

in

2022

and

did

not

believe

that

any

changes

with

respect

to

the

Fund

were

warranted

at

the

time,

particularly

in

light

of

the

continued

enhancements

to

the

investment

manager’s

personnel

and

investment

process.

The

Board

noted

that

it

would

continue

to

monitor

future

performance.

Franklin

Mutual

International

Value

Fund

(Formerly,

Franklin

Mutual

European

Fund).

The

comparable

funds

to

the

Fund,

as

chosen

by

Lipper,

included

all

retail

and

institutional

international

multi-cap

value

funds.

The

Fund

had

total

returns

in

the

best

performing

quintile

for

the

one-

year

period

ended

December

31,

2022,

and

had

annualized

total

returns

for

the

three-

and

five-year

periods

in

the

best

performing

quintile.

The

trustees

noted

that

the

Fund’s

total

return

on

an

annualized

basis

for

the

10-year

period

ended

December

31,

2022

was

also

in

the

best

performing

quintile.

The

Board

was

satisfied

with

such

comparative

performance;

however,

the

Board

noted

that,

due

to

changes

in

the

Fund,

prior

performance

comparisons

for

International

Value

may

not

reflect

actual

improvements

to

relative

Fund

performance,

but

may

be

reflective

of

changes

in

its

benchmark

and

peer

group.

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

performed

well

in

comparison

to

its

various

benchmarks

and

in

the

context

of

the

Fund’s

goals.

Franklin

Mutual

Financial

Services

Fund.

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

best

performing

quintile

for

the

one-

year

period

ended

December

31,

2022,

had

annualized

total

returns

for

the

three-year

period

in

the

middle

performing

quintile,

and

had

annualized

total

returns

for

the

five-year

period

in

the

second-lowest

performing

quintile.

The

trustees

noted

that

the

Fund’s

total

return

on

an

annualized

basis

for

the

10-year

period

ended

December

31,

2022

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

Franklin

Mutual

Series

Funds

Shareholder

Information

135

franklintempleton.com

Semiannual

Report

underperformance

for

the

five-year

period

ended

December

31,

2022.

Taking

into

account

such

discussions,

the

Board

concluded

that

the

Fund

had

performed

in

an

acceptable

manner

in

the

context

of

the

Fund’s

goals.

Franklin

Mutual

Quest

Fund.

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

best

performing

quintile

for

the

one-year

period

ended

December

31,

2022,

had

annualized

total

returns

for

the

three-year

period

in

the

second-lowest

performing

quintile,

and

had

annualized

total

returns

for

the

five-year

period

in

the

lowest

performing

quintile.

The

trustees

noted

that

the

Fund’s

total

return

on

an

annualized

basis

for

the

10-year

period

ended

December

31,

2022

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

three-

and

five-year

periods

ended

December

31,

2022.

The

Board

was

encouraged

by

improved

performance

in

2022

and

did

not

believe

that

any

changes

with

respect

to

the

Fund

were

warranted

at

the

time,

particularly

in

light

of

the

continued

enhancements

to

the

investment

manager’s

personnel

and

investment

process.

The

Board

noted

that

it

would

continue

to

monitor

future

performance.

Franklin

Mutual

Beacon

Fund.

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-lowest

performing

quintile

for

the

one-

year

period

ended

December

31,

2022,

had

annualized

total

returns

for

the

three-year

period

in

the

lowest

performing

quintile,

and

had

annualized

total

returns

in

the

five-year

period

in

the

middle

performing

quintile.

The

trustees

noted

that

the

Fund’s

total

return

on

an

annualized

basis

for

the

10-year

period

ended

December

31,

2022

was

also

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-

and

three-year

periods

ended

December

31,

2022.

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

in

light

of

the

continued

enhancements

to

the

investment

manager’s

personnel

and

investment

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

each

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

each

Fund’s

expense

ratios

(or

components

thereof).

In

considering

the

appropriateness

of

the

management

fee

and

other

expenses

charged

to

each

Fund,

the

Board

took

into

account

various

factors

including

investment

performance

and

matters

relating

to

Funds’

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

each

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

each

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

such

Fund,

as

well

as

the

actual

total

expenses

of

each

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

each

Fund’s

Class

A

shares.

Franklin

Mutual

Shares

Fund.

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

middle

quintile

of

such

group.

The

Board

was

satisfied

with

such

comparative

fees

and

expenses.

Franklin

Mutual

Global

Discovery

Fund.

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

second-most

expensive

quintile

of

such

group.

The

Board

noted

the

continuation

of

a

voluntary

one-year

total

expense

cap

on

operating

expenses

(e.g.,

excluding

Franklin

Mutual

Series

Funds

Shareholder

Information

136

franklintempleton.com

Semiannual

Report

12b-1

fees)

of

100

basis

points

that

was

implemented

in

2021.

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.

Franklin

Mutual

International

Value

Fund.

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

middle

quintile

of

such

group.

The

Board

was

satisfied

with

such

comparative

fees

and

expenses.

Franklin

Mutual

Financial

Services

Fund.

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.

Franklin

Mutual

Quest

Fund.

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.

Franklin

Mutual

Beacon

Fund.

The

Fund’s

contractual

management

fee

rate

was

in

the

middle

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.

(FRI),

from

its

overall

U.S.

fund

business,

as

well

as

profitability

to

each

Fund’s

investment

manager

and

its

affiliates,

from

providing

investment

management

and

other

services

to

each

Fund

during

the

12-month

period

ended

September

30,

2022,

the

most

recent

fiscal

year-end

of

FRI.

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

each

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

each

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

each

Fund

in

determining

its

profitability.

The

Board

also

took

into

account

management’s

expenditures

in

improving

shareholder

services

provided

to

each

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

the

Funds’

operations,

including

those

derived

from

economies

of

scale,

discussed

below,

the

allocation

of

each

Fund’s

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

each

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

Funds

grow

larger

and

the

extent

to

which

they

are

shared

with

the

Funds’

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

Funds

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

each

Fund

shareholders

due

to

the

decline

in

the

effective

investment

management

fee

rate

as

breakpoints

are

achieved

by

such

Fund.

The

trustees

noted

that

breakpoints

had

been

instituted

as

part

of

each

Fund’s

investment

management

fee

and

that

the

Board

regularly

evaluates

whether

additional

breakpoints

are

appropriate.

For

the

Franklin

Mutual

Shares

Fund

and

Franklin

Mutual

Global

Discovery

Fund,

the

trustees

assessed

the

savings

to

shareholders

resulting

from

such

Franklin

Mutual

Series

Funds

Shareholder

Information

137

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breakpoints

and

believed

they

were,

and

continue

to

be,

appropriate

and

they

agreed

to

continue

to

monitor

the

appropriateness

of

the

breakpoints.

For

the

Franklin

Mutual

International

Value

Fund,

Franklin

Mutual

Financial

Services

Fund,

Franklin

Mutual

Quest

Fund

and

Franklin

Mutual

Beacon

Fund,

the

trustees

believed

the

breakpoints

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

each

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

each

Fund

and

its

shareholders.

Liquidity

Risk

Management

Program

Each

of

the

Franklin

Templeton

and

Legg

Mason

Funds

has

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

“Liquidity

Rule”).

The

LRMP

is

designed

to

assess

and

manage

each

Fund’s

liquidity

risk,

which

is

defined

as

the

risk

that

the

Fund

could

not

meet

requests

to

redeem

shares

issued

by

the

Fund

without

significant

dilution

of

remaining

investors’

interests

in

the

Fund.

In

accordance

with

the

Liquidity

Rule,

the

LRMP

includes

policies

and

procedures

that

provide

for:

(1)

assessment,

management,

and

review

(no

less

frequently

than

annually)

of

each

Fund’s

liquidity

risk;

(2)

classification

of

each

Fund’s

portfolio

holdings

into

one

of

four

liquidity

categories

(Highly

Liquid,

Moderately

Liquid,

Less

Liquid,

and

Illiquid);

(3)

for

Funds

that

do

not

primarily

hold

assets

that

are

Highly

Liquid,

establishing

and

maintaining

a

minimum

percentage

of

the

Fund’s

net

assets

in

Highly

Liquid

investments

(called

a

“Highly

Liquid

Investment

Minimum”

or

“HLIM”);

and

(4)

prohibiting

the

Fund’s

acquisition

of

Illiquid

investments

that

would

result

in

the

Fund

holding

more

than

15%

of

its

net

assets

in

Illiquid

assets.

The

LRMP

also

requires

reporting

to

the

Securities

and

Exchange

Commission

(“SEC”)

(on

a

non-public

basis)

and

to

the

Board

if

the

Fund’s

holdings

of

Illiquid

assets

exceed

15%

of

the

Fund’s

net

assets.

Funds

with

HLIMs

must

have

procedures

for

addressing

HLIM

shortfalls,

including

reporting

to

the

Board

and,

with

respect

to

HLIM

shortfalls

lasting

more

than

seven

consecutive

calendar

days,

reporting

to

the

SEC

(on

a

non-public

basis).

The

Director

of

Liquidity

Risk

within

the

Investment

Risk

Management

Group

(the

“IRMG”)

is

the

appointed

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

Franklin

Templeton

and

Legg

Mason

products

and

portfolios.

The

ILC

includes

representatives

from

Franklin

Templeton’s

Risk,

Trading,

Global

Compliance,

Legal,

Investment

Compliance,

Investment

Operations,

Valuation

Committee,

Product

Management

and

Global

Product

Strategy.

In

assessing

and

managing

each

Fund’s

liquidity

risk,

the

ILC

considers,

as

relevant,

a

variety

of

factors,

including

the

Fund’s

investment

strategy

and

the

liquidity

of

its

portfolio

investments

during

both

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.

Classification

of

the

Fund’s

portfolio

holdings

in

the

four

liquidity

categories

is

based

on

the

number

of

days

it

is

reasonably

expected

to

take

to

convert

the

investment

to

cash

(for

Highly

Liquid

and

Moderately

Liquid

holdings)

or

sell

or

dispose

of

the

investment

(for

Less

Liquid

and

Illiquid

investments),

in

current

market

conditions

without

significantly

changing

the

investment’s

market

value.

Each

Fund

primarily

holds

liquid

assets

that

are

defined

under

the

Liquidity

Rule

as

"Highly

Liquid

Investments,"

and

therefore

is

not

required

to

establish

an

HLIM.

Highly

Liquid

Investments

are

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.

At

meetings

of

the

Funds’

Board

of

Trustees

held

in

May

2023,

the

Program

Administrator

provided

a

written

report

to

the

Board

addressing

the

adequacy

and

effectiveness

of

the

program

for

the

year

ended

December

31,

2022.

The

Program

Administrator

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.

Proxy

Voting

Policies

and

Procedures

The

Trust’s

investment

manager

has

established

Proxy

Voting

Policies

and

Procedures

(Policies)

that

the

Trust

uses

to

determine

how

to

vote

proxies

relating

to

portfolio

securities.

Shareholders

may

view

the

Trust’s

complete

Policies

online

at

franklintempleton.com.

Alternatively,

Franklin

Mutual

Series

Funds

Shareholder

Information

138

franklintempleton.com

Semiannual

Report

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

Trust’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

Schedule

of

Investments

The

Trust

files

a

complete

schedule

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,

or

receive

notice

of

the

availability

of,

each

Fund’s

financial

reports

every

six

months.

In

addition,

you

will

receive

an

annual

updated

summary

prospectus

(detail

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

(to

the

extent

received

by

mail)

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.

MS

S

08/23

©

2023

Franklin

Templeton

Investments.

All

rights

reserved.

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.

Semiannual

Report

Franklin

Mutual

Series

Funds

Investment

Manager

Distributor

Shareholder

Services

Franklin

Mutual

Advisers,

LLC

Franklin

Distributors,

LLC

(800)

DIAL

BEN

®

/

342-5236

franklintempleton.com

(800)

632-2301

-

(Class

A,

C,

R

&

R6)

(800)

448-FUND

-

(Class

Z)

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 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

codeofethics

(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 Christopher Kings, Chief Financial Officer, Chief Accounting Officer and Treasurer

section302

(a)(2)(1) There were no written solicitations to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.

(a)(2)(2) There was no change in the Registrant’s independent public accountant during the period covered by the report.

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Christopher Kings, Chief Financial Officer, Chief Accounting Officer and Treasurer

section906

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 28, 2023

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 28, 2023

By S\CHRISTOPHER KINGS______________________

      Christopher Kings

      Chief Financial Officer, Chief Accounting Officer and Treasurer

Date  August 28, 2023