(a)
The Registrant has adopted a code of ethics that applies to its principal
executive officers and principal financial and accounting officer.
(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
, David W. Niemiec and
Valerie M. Williams
and they
are "independent" as defined under the relevant Securities and
Exchange Commission Rules and Releases.
Item
4. Principal Accountant Fees and Services.
The
aggregate fees paid to the principal accountant for professional services
rendered by the principal accountant for the audit of the registrant’s annual
financial statements or for services that are normally provided by the principal
accountant in connection with statutory and regulatory filings or engagements were
$356,895 for the fiscal year ended December 31, 2023 and $347,276 for the
fiscal year ended December 31, 2022.
There
were no fees paid to the principal accountant for assurance and related
services rendered by the principal accountant to the registrant that are
reasonably related to the performance of the audit of the registrant's
financial statements and are not reported under paragraph (a) of Item 4.
There
were no fees paid to the principal accountant for assurance and related
services rendered by the principal accountant to the registrant's investment adviser
and any entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the registrant that are
reasonably related to the performance of the audit of their financial
statements.
The
aggregate fees paid to the principal accountant for professional services rendered
by the principal accountant to the registrant for tax compliance, tax advice
and tax planning were $0 for the fiscal year ended December 31, 2023 and $1,976
for the fiscal year ended December 31, 2022. The services for which these fees
were paid included identifying passive foreign investment companies to manage
exposure to tax liabilities.
The
aggregate fees paid to the principal accountant for professional services
rendered by the principal accountant to the registrant’s investment adviser and
any entity controlling, controlled by or under common control with the
investment adviser that provides ongoing services to the registrant for tax
compliance, tax advice and tax planning were $25,000 for the fiscal year ended
December 31, 2023 and $0 for the fiscal year ended December 31, 2022. The
services for which these fees were paid included technical tax consultation for
Thailand capital gain tax related matters.
There
were no fees paid to the principal accountant for products and services
rendered by the principal accountant to the registrant other than the services
reported in paragraphs (a)-(c) of Item 4.
There
were no fees paid to the principal accountant for products and services
rendered by the principal accountant to the registrant’s investment adviser and
any entity controlling, controlled by or under common control with the investment
adviser that provides ongoing services to the registrant other than the services
reported in paragraphs (a)-(c) of Item 4.
(e)
(1) The registrant’s audit committee is directly responsible for approving the
services to be provided by the auditors, including:
(i) pre-approval
of all audit and audit related services;
(ii) pre-approval
of all non-audit related services to be provided to the Fund by the auditors;
(iii) pre-approval
of all non-audit related services to be provided to the registrant by the
auditors to the registrant’s investment adviser or to any entity that controls,
is controlled by or is under common control with the registrant’s investment adviser
and that provides ongoing services to the registrant where the non-audit services
relate directly to the operations or financial reporting of the registrant; and
(iv) establishment
by the audit committee, if deemed necessary or appropriate, as an alternative
to committee pre-approval of services to be provided by the auditors, as
required by paragraphs (ii) and (iii) above, of policies and procedures to
permit such services to be pre-approved by other means, such as through
establishment of guidelines or by action of a designated member or members of
the committee; provided the policies and procedures are detailed as to the
particular service and the committee is informed of each service and such
policies and procedures do not include delegation of audit committee
responsibilities, as contemplated under the Securities Exchange Act of 1934, to
management; subject, in the case of (ii) through (iv), to any waivers,
exceptions or exemptions that may be available under applicable law or rules.
(e)
(2) None of the services provided to the registrant described in paragraphs
(b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of regulation S-X.
(f)
No disclosures are required by this Item 4(f).
(g)
The aggregate non-audit fees paid to the principal accountant for services
rendered by the principal accountant to the registrant and the registrant’s investment
adviser and any entity controlling, controlled by or under common control with
the investment adviser that provides ongoing services to the registrant were $25,000
for the fiscal year ended December 31, 2023 and $1,976 for the fiscal year
ended December 31, 2022.
(h)
The registrant’s audit committee of the board has considered whether the provision
of non-audit services that were rendered to the registrant’s investment adviser
(not including any sub-adviser whose role is primarily portfolio management and
is subcontracted with or overseen by another investment adviser), and any
entity controlling, controlled by, or under common control with the investment
adviser that provides ongoing services to the registrant that were not pre-approved
pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible
with maintaining the principal accountant’s independence.
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. Recovery of Erroneously Awarded Compensation.
(a)(2)
Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Christopher
Kings, Chief Executive Officer - Finance and Administration, and Jeffrey White,
Chief Financial Officer, Chief Accounting Officer and Treasurer
(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 Christopher
Kings, Chief Executive Officer - Finance and Administration, and Jeffrey White,
Chief Financial Officer, Chief Accounting Officer and Treasurer
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\CHRISTOPHER
KINGS _________________
Chief
Executive Officer - Finance and Administration
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\CHRISTOPHER
KINGS _________________
Chief
Executive Officer - Finance and Administration
By S\JEFFREY WHITE______________________
Chief
Financial Officer, Chief Accounting Officer and Treasurer