N-CSR

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05878

Franklin Value Investors Trust

(Exact name of registrant as specified in charter)

One Franklin Parkway, San Mateo, CA 94403-1906

(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: 650 312-2000

Date of fiscal year end: 10/31

Date of reporting period: 10/31/23

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

.

ANNUAL

REPORT

AND

SHAREHOLDER

LETTER

Franklin

Value

Investors

Trust

October

31,

2023

Not

FDIC

Insured

May

Lose

Value

No

Bank

Guarantee

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

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.

Franklin

Value

Investors

Trust

1

franklintempleton.com

Annual

Report

SHAREHOLDER

LETTER

Dear

Shareholder,

We

are

pleased

to

provide

the

annual

report

of

Franklin

Value

Investors

Trust

for

the

12-month

reporting

period

ended

October

31,

2023.

Please

read

on

for

a

detailed

look

at

prevailing

economic

and

market

conditions

during

the

Fund’s

reporting

period

and

to

learn

how

those

conditions

have

affected

Fund

performance.

As

always,

we

remain

committed

to

providing

you

with

excellent

service

and

a

full

spectrum

of

investment

choices.

We

also

remain

committed

to

supplementing

the

support

you

receive

from

your

financial

advisor.

One

way

we

accomplish

this

is

through

our

website,

www.franklintempleton.com

.

Here

you

can

gain

immediate

access

to

market

and

investment

information,

including:

•

Fund

prices

and

performance.

•

Market

insights

and

commentaries

from

our

portfolio

Managers,

and

•

A

host

of

educational

resources.

We

look

forward

to

helping

you

meet

your

financial

goals.

Sincerely,

Christian

Correa,

CFA

President

and

Chief

Investment

Officer

Franklin

Value

Investors

Trust

CFA

®

is

a

trademark

owned

by

CFA

Institute.

franklintempleton.com

Annual

Report

2

Contents

Franklin

MicroCap

Value

Fund

3

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

10

Franklin

Small

Cap

Value

Fund

17

Financial

Highlights

and

Schedules

of

Investments

24

Financial

Statements

47

Notes

to

Financial

Statements

52

Report

of

Independent

Registered

Public

Accounting

Firm

67

Tax

Information

68

Board

Members

and

Officers

69

Shareholder

Information

73

Visit

franklintempleton.com

for

fund

updates,

to

access

your

account,

or

to

find

helpful

financial

planning

tools.

3

franklintempleton.com

Annual

Report

Franklin

MicroCap

Value

Fund

Fund

Overview

Q.

What

is

the

Fund's

investment

strategy?

A.

Our

strategy

is

to

buy

shares

of

companies

that

we

believe

are

undervalued

at

the

time

of

purchase

and

have

the

potential

for

capital

appreciation.

The

types

of

companies

the

Fund

may

invest

in

include,

among

other

things,

those

that

may

be

considered

out

of

favor

due

to

actual

or

perceived

cyclical

or

secular

challenges,

or

are

experiencing

temporary

setbacks,

diminished

expectations,

mismanagement

or

undermanagement,

or

are

financially

stressed.

Environmental,

social

and

governance

(ESG)

related

assessments

of

companies

may

be

considered.

In

choosing

investments,

we

conduct

an

in-depth

analysis

of

a

company’s

long-term

or

normalized

earnings

and

free

cash

flow

potential,

quality

of

management,

ownership

of

valuable

franchises,

trademarks

or

trade

names,

control

of

distribution

networks,

underutilized

assets

and

market

share

for

particular

products,

balance

sheet,

and

other

factors

that

may

identify

the

issuer

as

a

potential

investment.

The

investment

manager

considers

selling

a

security

when

it

no

longer

meets

its

value

criteria.

Q.

What

were

the

overall

market

conditions

during

the

Fund’s

reporting

period?

A.

Over

the

12-month

period,

microcap

value

stocks

struggled

versus

their

large-,

mid-

and

small-cap

counterparts

against

a

backdrop

of

rising

inflation,

significant

interest

rate

hikes,

strong

consumer

spending

and

periodic

economic

shocks.

Substantial

inflationary

pressure

affected

much

of

the

12-month

reporting

period,

as

consumers

spent

higher

wages

and

pandemic-era

savings

on

goods

and

services.

The

U.S.

Federal

Reserve

(Fed)

hiked

interest

rates

at

a

steady

clip

throughout

much

of

the

year

in

an

effort

to

rein

in

spending.

Investor

concerns

over

the

rate

hikes’

effects

on

economic

growth

periodically

affected

market

sentiment.

In

March

2023,

markets

were

roiled

by

instability

within

the

banking

sector,

as

rising

rates

and

falling

deposit

levels

affected

the

health

of

some

institutions.

A

lack

of

banking

sector

contagion,

continued

positive

economic

data

and

strong

corporate

earnings

led

to

a

sanguine

period

for

markets

in

early-

and

mid-summer

2023,

until

volatility

reentered

the

picture

in

August.

Near

the

end

of

the

period,

inflation

eased

from

its

highs.

An

employed

consumer

currently

continues

to

spend,

but

pandemic-era

consumer

savings

reserves

are

steadily

dwindling,

and

measures

of

credit

utilization

are

climbing,

potentially

setting

the

stage

for

future

financial

stress.

In

August,

Fed

Chairman

Jerome

Powell

said

that

rate

decisions

would

be

made

on

a

meeting-by-meeting

basis,

acknowledging

the

strength

yet

uncertainty

present

in

the

economy.

The

Fed

held

rates

steady

through

the

end

of

the

period.

Investors

are

looking

for

continued

signs

of

a

soft

landing

balanced

with

the

reality

that

interest

rates

may

be

higher

for

longer

than

originally

anticipated.

Q.

How

did

we

respond

to

these

changing

market

conditions?

A.

Over

the

last

year,

we

have

been

positioning

the

portfolio

in

response

to

wide

share

price

dispersion

by

incrementally

purchasing

shares

in

companies

that

are

trading

at

depressed

levels

and

could

materially

benefit

from

future

developments

including

improved

growth

prospects,

stable

to

lower

interest

rates,

reduced

input

costs

or

increased

labor

availability.

Conversely,

we

are

also

aware

conditions

could

deteriorate

even

further.

Given

this

environment,

we

are

being

mindful

of

position

sizes

for

these

types

of

companies

until

things

become

clearer.

In

the

near

term,

we

expect

market

activity

and

volatility

levels

to

be

influenced

by

developments

around

geopolitical

events,

inflation

concerns

and

central

bank

activity.

Regardless

of

these

factors,

we

remain

focused

on

identifying

opportunities

to

improve

the

quality

of

our

positions

at

relatively

attractive

valuations.

We

will

continue

to

follow

our

process

of

targeting

historically

successful

companies,

with

understandable

business

models,

good

corporate

governance

and

low

debt,

that

we

view

as

temporarily

trading

at

depressed

levels,

relative

to

future

earnings

power.

We

believe

this

investment

approach

constitutes

our

competitive

advantage

and

may

provide

meaningful

upside

potential

and

possible

downside

risk

management

during

turbulent

periods.

Franklin

MicroCap

Value

Fund

4

franklintempleton.com

Annual

Report

Performance

Overview

The

Fund’s

Class

A

shares

posted

a

-0.71%

cumulative

total

return

for

the

12

months

under

review.

In

comparison,

the

Russell

2000

®

Value

Index,

which

measures

the

performance

of

those

Russell

2000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates,

posted

a

-9.93%

cumulative

total

return

for

the

same

period.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

6

.

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

.

Q.

What

were

the

leading

contributors

to

performance?

A.

Sterling

Infrastructure

boosted

relative

returns,

after

reporting

strong

sales

in

its

e-infrastructure

and

building

solutions

businesses.

It

also

saw

solid

demand

trends

in

its

transportation

business.

Additionally,

Sterling

recently

posted

record

bookings

for

the

e-infrastructure

business.

As

a

result

of

the

strong

trends,

Sterling

raised

its

full-

year

guidance.

Matrix

Service

was

a

contributor

to

relative

performance.

The

company,

which

provides

engineering,

fabrication,

construction,

and

maintenance

services

to

support

critical

energy

infrastructure

and

industrial

markets,

has

seen

strong

project

awards

in

recent

quarters,

which

should

boost

its

revenue

growth

over

the

coming

quarters,

in

our

view.

Elsewhere,

Daktronics,

which

makes

electronic

display

systems,

contributed

to

relative

returns,

following

upbeat

financial

results.

Revenues

were

up

sharply,

supported

by

strong

backlog

conversion,

supply

chain

stabilization

and

better

manufacturing

capacity.

Pricing

increases,

supply

chain

improvements,

and

production

and

inventory

management

also

bolstered

margins.

Looking

ahead,

Daktronics

expects

to

benefit

from

greater

production

capacity,

investments

in

factory

automation,

better

labor

availability

and

reduced

supply

chain

disruptions.

Portfolio

Composition

10/31/23

%

of

Total

Net

Assets

Banks

18.2%

Machinery

12.6%

Construction

&

Engineering

7.6%

Energy

Equipment

&

Services

6.4%

Textiles,

Apparel

&

Luxury

Goods

4.3%

Health

Care

Equipment

&

Supplies

4.1%

Specialty

Retail

3.7%

Diversified

REITs

3.7%

Electronic

Equipment,

Instruments

&

Components

3.5%

Insurance

3.3%

Electrical

Equipment

3.0%

Professional

Services

2.7%

Communications

Equipment

2.0%

Hotels,

Restaurants

&

Leisure

2.0%

Other

*

21.4%

Short-Term

Investments

&

Other

Net

Assets

1.5%

*

Categories

within

the

Other

category

are

listed

in

full

in

the

Fund's

Schedule

of

Investments

(SOI),

which

can

be

found

later

in

this

report.

Top

10

Holdings

10/31/23

Company

Industry,

Country

%

of

Total

Net

Assets

a

a

Matrix

Service

Co.

3.7%

Construction

&

Engineering,

United

States

L

B

Foster

Co.

3.0%

Machinery,

United

States

Sterling

Infrastructure,

Inc.

3.0%

Construction

&

Engineering,

United

States

Miller

Industries,

Inc.

2.9%

Machinery,

United

States

Helix

Energy

Solutions

Group,

Inc.

2.7%

Energy

Equipment

&

Services,

United

States

Vera

Bradley,

Inc.

2.7%

Textiles,

Apparel

&

Luxury

Goods,

United

States

Northeast

Bank

2.5%

Banks,

United

States

First

Business

Financial

Services,

Inc.

2.1%

Banks,

United

States

Graham

Corp.

2.1%

Machinery,

United

States

CTO

Realty

Growth,

Inc.

1.9%

Diversified

REITs,

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

trade-

mark

of

Frank

Russell

Company.

Russell

2000

®

Value

Index

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

2000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates.

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.

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

27

.

Franklin

MicroCap

Value

Fund

5

franklintempleton.com

Annual

Report

Q.

What

were

the

leading

detractors

from

performance?

A.

Investar

Holdings,

a

commercial

bank

focused

on

South

Louisiana,

curbed

relative

results

as

the

run

on

deposits

at

a

larger

bank

spooked

investors

across

the

banking

system

earlier

in

the

reporting

period.

Additionally,

the

bank

has

recently

reported

a

decline

in

its

net

interest

margin,

as

funding

costs

increased

more

than

the

increase

in

the

yield

of

its

interest-earning

assets.

Bank

Peapack-Gladstone

Financial

was

also

a

detractor.

Clients

moved

money

out

of

their

non-interest-bearing

accounts

earlier

in

the

year

in

favor

of

higher

yielding

deposit

accounts.

Later

in

the

reporting

period,

Peapack-Gladstone

saw

credit

worsen

and

non-

performing

loans

rise

as

two

freight

companies

struggled

amid

a

downturn

due

to

a

supply

and

demand

imbalance.

We

expect

these

challenges

to

abate

over

time,

and

for

the

bank’s

deposit

business

to

stabilize.

Outside

financials,

Shyft

Group,

which

assembles

specialty

commercial

and

recreational

vehicles,

hindered

relative

results

over

the

period.

The

demand

environment

has

been

more

difficult,

particularly

as

last-mile

customers

deferred

or

canceled

orders

and

the

recreational

vehicle

market

has

remained

weak

resulting

in

soft

demand

for

motorhome

chassis.

Shyft

Group

expects

the

environment

to

remain

weak,

over

the

next

few

quarters

as

dealers

clear

current

inventories.

Thank

you

for

your

participation

in

Franklin

MicroCap

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Oliver

H.

Wong,

CFA

Portfolio

Manager

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

October

31,

2023,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Performance

Summary

as

of

October

31,

2023

Franklin

MicroCap

Value

Fund

6

franklintempleton.com

Annual

Report

The

performance

table

and

graphs

do

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 10/31/23

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;

Advisor

Class:

no

sales

charges.

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

–

A

4

1-Year

-0.71%

-6.16%

5-Year

+35.88%

+5.13%

10-Year

+62.24%

+4.36%

Advisor

1-Year

-0.44%

-0.44%

5-Year

+37.58%

+6.59%

10-Year

+66.26%

+5.22%

See

page

8

for

Performance

Summary

footnotes.

Franklin

MicroCap

Value

Fund

Performance

Summary

7

franklintempleton.com

Annual

Report

See

page

8

for

Performance

Summary

footnotes.

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

index

includes

reinvestment

of

any

income

or

distributions.

It

differs

from

the

Fund

in

composition

and

does

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

Class

A

(10/31/13–10/31/23)

Advisor

Class

(10/31/13–10/31/23)

Franklin

MicroCap

Value

Fund

Performance

Summary

8

franklintempleton.com

Annual

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.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

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.

The

investment

style

may

become

out

of

favor,

which

may

have

a

negative

impact

on

performance.

The

manager

may

consider

environ-

mental,

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

02/29/2024

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.

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.

Source:

FactSet.

The

Russell

2000

®

Value

Index

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

2000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates.

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.

Distributions

(11/1/22–10/31/23)

Share

Class

Net

Investment

Income

Short-Term

Capital

Gain

Long-Term

Capital

Gain

Total

A

$0.0851

$0.0478

$1.4886

$1.6215

R6

$0.1791

$0.0478

$1.4886

$1.7155

Advisor

$0.1556

$0.0478

$1.4886

$1.6920

Total

Annual

Operating

Expenses

6

Share

Class

A

1.24%

Advisor

0.99%

Your

Fund’s

Expenses

Franklin

MicroCap

Value

Fund

9

franklintempleton.com

Annual

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

184/365

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

5/1/23

Ending

Account

Value

10/31/23

Expenses

Paid

During

Period

5/1/23–10/31/23

1,2

Ending

Account

Value

10/31/23

Expenses

Paid

During

Period

5/1/23–10/31/23

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$1,030.80

$6.27

$1,019.03

$6.23

1.23%

R6

$1,000

$1,032.90

$4.33

$1,020.95

$4.31

0.85%

Advisor

$1,000

$1,032.40

$4.97

$1,020.31

$4.94

0.97%

10

franklintempleton.com

Annual

Report

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Fund

Overview

Q.

What

is

the

Fund’s

investment

strategy?

A.

We

employ

a

research

driven,

fundamental

value

strategy

for

the

Fund

and

select

investments

based

on

our

own

evaluation

of

the

security’s

fundamental

value,

including

for

equity

securities,

an

analysis

of

the

cash

flow

potential,

long-

term

earnings,

multiples

of

earnings

and

book

value.

We

examine

each

investment

separately

and

there

are

no

set

criteria

as

to

specific

value

parameters,

earnings

or

industry

type.

Environmental,

social

and

governance

(ESG)

related

assessments

of

companies

are

also

considered.

Q.

What

were

the

overall

market

conditions

during

the

Fund’s

reporting

period?

A.

Substantial

inflationary

pressure

affected

much

of

the

12-month

reporting

period,

as

consumers

spent

higher

wages

and

pandemic-era

savings

on

goods

and

services.

The

U.S.

Federal

Reserve

(Fed)

hiked

interest

rates

at

a

steady

clip

throughout

much

of

the

year

in

an

effort

to

rein

in

spending.

Investor

concerns

over

the

rate

hikes’

effects

on

economic

growth

periodically

affected

market

sentiment.

In

March,

markets

were

roiled

by

instability

within

the

banking

sector,

as

rising

rates

and

falling

deposit

levels

affected

the

health

of

some

institutions.

A

lack

of

banking

sector

contagion,

continued

positive

economic

data

and

strong

corporate

earnings

led

to

a

sanguine

period

for

markets

in

early-

and

mid-summer

2023,

until

volatility

re-entered

the

picture

in

August.

Near

the

end

of

the

period,

inflation

eased

from

its

highs.

An

employed

consumer

currently

continues

to

spend,

but

pandemic-era

consumer

savings

reserves

are

steadily

dwindling,

and

measures

of

credit

utilization

are

climbing,

potentially

setting

the

stage

for

future

financial

stress.

In

August,

Fed

Chairman

Jerome

Powell

said

that

rate

decisions

would

be

made

on

a

meeting-by-meeting

basis,

acknowledging

the

strength

yet

uncertainty

present

in

the

economy.

The

Fed

held

rates

steady

through

the

end

of

the

period.

Investors

are

looking

for

continued

signs

of

a

soft

landing

balanced

with

the

reality

that

interest

rates

may

be

higher

for

longer

than

originally

anticipated.

From

a

global

perspective,

the

European

economy

is

constrained

by

a

combination

of

high

inflation

and

high

interest

rates

and

consumers

are

pulling

back

on

their

spending.

In

September,

eurozone

composite

PMI

was

in

contraction

territory

for

the

fourth

straight

month.

The

European

Union

recently

reduced

its

forecast

for

this

and

next

year’s

economic

growth.

In

China,

weak

demand

continues

to

weigh

on

the

economy,

while

ongoing

real

estate

difficulties

are

eroding

investor

sentiment

and

growth

outlooks.

The

recent

attack

on

Israel

and

resulting

war

has

added

another

factor

to

the

complicated

global

economic

picture.

Although

we

primarily

invest

in

U.S.

companies

and

do

not

make

investment

decisions

based

on

macroeconomic

events,

we

continue

to

monitor

events

affecting

the

global

investment

and

economic

climate.

Q.

How

did

we

respond

to

these

changing

market

conditions?

A.

Throughout

the

last

year,

we

have

continued

to

view

the

current

environment

as

a

truly

fundamentally

driven

stock

picking

market.

As

bottom-up

investors,

we

look

for

market

dislocations

to

provide

us

with

opportunities

to

buy

overly

discounted

securities.

In

addition,

we

believe

that

plateauing

interest

rates

will

be

helpful

to

corporations

as

they

prioritize

how

to

deploy

capital.

We

expect

steadier

rates

to

stimulate

merger

activity

and

initial

public

offerings

as

investors

can

anchor

around

a

firmer

discount

rate.

We

remain

focused

on

identifying

opportunities

to

acquire

stocks

at

attractive

valuations

based

upon

our

assessment

of

fundamental

value,

while

taking

advantage

of

volatility.

Our

process

of

finding

underappreciated

and

misunderstood

companies

with

identifiable

catalysts

to

unlock

shareholder

value

may

provide

meaningful

upside

potential

and

possible

downside

risk

management

during

turbulent

periods.

While

unnerving,

volatility

remains

an

inherent

part

of

investing

in

risk

assets,

and

the

market

historically

rewards

investors

who

take

an

opportunistic

long-term

perspective.

Performance

Overview

The

Fund’s

Class

A

shares

posted

a

-2.70%

cumulative

total

return

for

the

12

months

under

review.

In

comparison,

the

Russell

MidCap

®

Value

Index,

which

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

Midcap

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates,

posted

a

-3.56%

cumulative

total

return.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

13

.

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.

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

35

.

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

11

franklintempleton.com

Annual

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

.

Q.

What

were

the

leading

contributors

to

performance?

A.

Flex,

a

contract

manufacturer,

supported

relative

results

despite

concerns

about

slowing

demand

for

its

IT

infrastructure

and

cloud

businesses.

The

company

also

announced

a

tax-free

spin

of

its

listed

solar

subsidiary

(Nextracker)

which

helps

unlock

value

for

shareholders.

Although

the

macroeconomic

environment

remains

difficult,

we

expect

Flex

to

demonstrate

resilience

in

earnings

power

supported

by

a

rising

mix

of

long-cycle

businesses

such

as

autos

and

health

care.

U.S.

homebuilder

DR

Horton

contributed

to

relative

performance,

following

strong

earnings

and

growing

optimism

about

the

industry’s

financial

results.

DR

Horton’s

recent

financial

results

have

been

strong

despite

the

higher

mortgage

rate

environment.

Onto

Innovation

is

a

provider

of

metrology

and

inspection

tools

for

the

semiconductor

industry.

The

shares

contributed

to

results

for

the

period

as

the

company

is

expected

to

be

a

prime

beneficiary

of

semiconductor

equipment

spending

leveraged

towards

the

next

generation

of

chip

architecture.

Further,

the

end

markets

targeted

by

the

company

are

expected

to

grow

faster

than

the

overall

spending

on

wafer

fab

equipment.

Q.

What

were

the

leading

detractors

from

performance?

A.

SVB

Financial,

a

U.S.-based

bank,

detracted

from

relative

returns

after

being

seized

by

regulators.

The

bank

suffered

from

a

rapid

run

on

its

deposits

in

March

2023

in

the

wake

of

its

attempt

to

raise

capital

following

losses

on

the

sale

of

its

U.S.

Treasuries

portfolio.

We

exited

the

position

during

the

period.

Citizens

Financial

Group,

a

U.S.-based

bank,

detracted

from

relative

results

following

the

collapse

of

SVB

Financial

and

resulting

stresses

in

the

broader

banking

system.

Recent

financial

results

have

also

been

weak.

Net

interest

income

and

net

interest

margins

remain

under

pressure.

Elsewhere,

utility

AES

was

a

detractor,

as

higher

interest

rates

have

made

bonds

more

attractive

relative

to

high

dividend

paying

sectors

like

utilities.

Nonetheless,

second-quarter

results

were

largely

positive,

and

the

company

expects

a

pickup

in

growth

later

in

the

year

as

it

benefits

from

investments

in

renewable

power

generation.

Q.

Were

there

any

significant

changes

to

the

Fund

during

the

reporting

period?

A.

During

the

year,

we

pared

back

on

some

of

our

names

which

had

above

average

financial

leverage,

mindful

that

we

might

be

in

a

period

of

higher

interest

rates

for

longer

than

initially

expected.

Thank

you

for

your

participation

in

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Grace

Hoefig

Lead

Portfolio

Manager

Portfolio

Composition

10/31/23

%

of

Total

Net

Assets

Electric

Utilities

6.4%

Aerospace

&

Defense

6.0%

Professional

Services

5.3%

Financial

Services

5.0%

Chemicals

4.9%

Energy

Equipment

&

Services

4.5%

Insurance

4.5%

Banks

4.0%

Health

Care

Providers

&

Services

3.7%

Real

Estate

Management

&

Development

3.4%

Trading

Companies

&

Distributors

2.9%

Automobile

Components

2.9%

Oil,

Gas

&

Consumable

Fuels

2.8%

Retail

REITs

2.4%

Other

*

37.1%

Short-Term

Investments

&

Other

Net

Assets

4.2%

*

Categories

within

the

Other

category

are

listed

in

full

in

the

Fund's

Schedule

of

Investments

(SOI),

which

can

be

found

later

in

this

report.

Top

10

Holdings

10/31/23

Company

Industry,

Country

%

of

Total

Net

Assets

a

a

PPL

Corp.

2.9%

Electric

Utilities,

United

States

Entergy

Corp.

2.7%

Electric

Utilities,

United

States

PNC

Financial

Services

Group,

Inc.

(The)

2.4%

Banks,

United

States

Brixmor

Property

Group,

Inc.

2.4%

Retail

REITs,

United

States

Schlumberger

NV

2.3%

Energy

Equipment

&

Services,

United

States

Hartford

Financial

Services

Group,

Inc.

(The)

2.3%

Insurance,

United

States

CBRE

Group,

Inc.

2.3%

Real

Estate

Management

&

Development,

United

States

Johnson

Controls

International

plc

2.2%

Building

Products,

United

States

Voya

Financial,

Inc.

2.2%

Financial

Services,

United

States

Baker

Hughes

Co.

2.2%

Energy

Equipment

&

Services,

United

States

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

12

franklintempleton.com

Annual

Report

Srini

Vijay,

CFA

Stephen

Shunk,

CFA

Portfolio

Management

Team

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

October

31,

2023,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Performance

Summary

as

of

October

31,

2023

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

13

franklintempleton.com

Annual

Report

The

performance

table

and

graphs

do

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 10/31/23

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;

Advisor

Class:

no

sales

charges.

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

–

A

4

1-Year

-2.70%

-8.05%

5-Year

+23.59%

+3.15%

10-Year

+57.36%

+4.05%

Advisor

1-Year

-2.45%

-2.45%

5-Year

+25.17%

+4.59%

10-Year

+61.33%

+4.90%

See

page

15

for

Performance

Summary

footnotes.

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Performance

Summary

14

franklintempleton.com

Annual

Report

See

page

15

for

Performance

Summary

footnotes.

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

index

includes

reinvestment

of

any

income

or

distributions.

It

differs

from

the

Fund

in

composition

and

does

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

Class

A

(10/31/13–10/31/23)

Advisor

Class

(10/31/13–10/31/23)

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Performance

Summary

15

franklintempleton.com

Annual

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.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

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.

The

manager

may

consider

environmen-

tal,

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

2/29/2024

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.

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.

Source:

FactSet.

The

Russell

Midcap

®

Value

Index

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

Midcap

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates.

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.

Distributions

(11/1/22–10/31/23)

Share

Class

Net

Investment

Income

Long-Term

Capital

Gain

Total

A

$0.3267

$1.0752

$1.4019

C

$0.0535

$1.0752

$1.1287

R

$0.2454

$1.0752

$1.3206

R6

$0.4459

$1.0752

$1.5211

Advisor

$0.4082

$1.0752

$1.4834

Total

Annual

Operating

Expenses

6

Share

Class

A

0.91%

Advisor

0.66%

Your

Fund’s

Expenses

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

16

franklintempleton.com

Annual

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

184/365

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

5/1/23

Ending

Account

Value

10/31/23

Expenses

Paid

During

Period

5/1/23–10/31/23

1,2

Ending

Account

Value

10/31/23

Expenses

Paid

During

Period

5/1/23–10/31/23

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$946.00

$4.28

$1,020.81

$4.44

0.87%

C

$1,000

$942.60

$7.94

$1,017.04

$8.24

1.62%

R

$1,000

$944.70

$5.50

$1,019.55

$5.71

1.12%

R6

$1,000

$947.60

$2.60

$1,022.54

$2.70

0.53%

Advisor

$1,000

$947.20

$3.05

$1,022.07

$3.17

0.62%

17

franklintempleton.com

Annual

Report

Franklin

Small

Cap

Value

Fund

Fund

Overview

The

Fund

is

currently

closed

to

new

investors

with

limited

exceptions.

Existing

investors

may

continue

to

purchase

additional

shares

of

the

Fund,

please

see

the

Fund's

prospectus

for

additional

information.

Q.

What

is

the

Fund's

investment

strategy?

A.

The

Fund

generally

invests

in

equity

securities,

predominantly

common

stocks

of

small

cap

companies,

that

we

believe

are

undervalued

at

the

time

of

purchase

and

have

the

potential

for

capital

appreciation.

A

stock

is

undervalued

when

it

trades

at

less

than

the

price

at

which

we

believe

it

would

trade

if

the

market

reflected

all

factors

relating

to

the

company’s

worth.

Following

this

strategy,

the

Fund

invests

in

companies

that

we

believe

have,

for

example:

stock

prices

that

are

low

relative

to

current,

or

historical

or

future

earnings,

book

value,

cash

flow

or

sales;

recent

sharp

price

declines

but

the

potential

for

good

long-term

earnings

prospects;

and

valuable

intangibles

not

reflected

in

the

stock

price.

The

types

of

companies

the

Fund

may

invest

in

include

those

that

may

be

considered

out

of

favor

due

to

actual

or

perceived

cyclical

or

secular

challenges,

or

are

experiencing

temporary

setbacks,

diminished

expectations,

mismanagement

or

undermanagement,

or

are

financially

stressed.

Environmental,

social

and

governance

(ESG)

related

assessments

of

companies

are

also

considered.

Q.

What

were

the

overall

market

conditions

during

the

Fund’s

reporting

period?

A.

Over

the

12-month

period,

small-cap

value

stocks

struggled

versus

their

large-

and

mid-cap

counterparts

against

a

backdrop

of

rising

inflation,

significant

interest

rate

hikes,

strong

consumer

spending

and

periodic

economic

shocks.

Substantial

inflationary

pressure

affected

much

of

the

12-month

reporting

period,

as

consumers

spent

higher

wages

and

pandemic-era

savings

on

goods

and

services.

The

U.S.

Federal

Reserve

(Fed)

hiked

interest

rates

at

a

steady

clip

throughout

much

of

the

year

in

an

effort

to

rein

in

spending.

Investor

concerns

over

the

rate

hikes’

effects

on

economic

growth

periodically

affected

market

sentiment.

In

March

2023,

markets

were

roiled

by

instability

within

the

banking

sector,

as

rising

rates

and

falling

deposit

levels

affected

the

health

of

some

institutions.

A

lack

of

banking

sector

contagion,

continued

positive

economic

data

and

strong

corporate

earnings

led

to

a

sanguine

period

for

markets

in

early-

and

mid-summer

2023,

until

volatility

reentered

the

picture

in

August.

Near

the

end

of

the

period,

inflation

eased

from

its

highs.

An

employed

consumer

currently

continues

to

spend,

but

pandemic-era

consumer

savings

reserves

are

steadily

dwindling,

and

measures

of

credit

utilization

are

climbing,

potentially

setting

the

stage

for

future

financial

stress.

In

August,

Fed

Chairman

Jerome

Powell

said

that

rate

decisions

would

be

made

on

a

meeting-by-meeting

basis,

acknowledging

the

strength

yet

uncertainty

present

in

the

economy.

The

Fed

held

rates

steady

through

the

end

of

the

period.

Investors

are

looking

for

continued

signs

of

a

soft

landing

balanced

with

the

reality

that

interest

rates

may

be

higher

for

longer

than

originally

anticipated.

When

measured

relative

to

large-cap

companies,

profitable

small-cap

companies

are

still

trading

near

their

lowest

valuations

in

20

years.

We

think

this

reflects

concerns

over

stubbornly

high

interest

rates

and

the

potential

ongoing

impact

on

economic

growth.

Q.

How

did

we

respond

to

these

changing

market

condition?

A.

Over

the

last

year,

we

have

been

positioning

the

portfolio

in

response

to

wide

share

price

dispersion

by

incrementally

purchasing

shares

in

companies

that

are

trading

at

depressed

levels

and

could

materially

benefit

from

future

developments

including

improved

growth

prospects,

stable

to

lower

interest

rates,

reduced

input

costs

or

increased

labor

availability.

Conversely,

we

are

also

aware

conditions

could

deteriorate

even

further.

Given

this

environment,

we

are

being

mindful

of

position

sizes

for

these

types

of

companies

until

things

become

clearer.

In

the

near

term,

we

expect

market

activity

and

volatility

levels

to

be

influenced

by

developments

around

geopolitical

events,

inflation

concerns

and

central

bank

activity.

Regardless

of

these

factors,

we

remain

focused

on

identifying

opportunities

to

improve

the

quality

of

our

positions

at

relatively

attractive

valuations.

We

will

continue

to

follow

our

process

of

targeting

historically

successful

companies

with

understandable

business

models,

good

corporate

governance

and

low

debt,

that

we

view

as

temporarily

trading

at

depressed

levels,

relative

to

future

earnings

power.

We

believe

this

investment

approach

constitutes

our

competitive

advantage

and

may

provide

meaningful

upside

potential

and

possible

downside

risk

management

during

turbulent

periods.

Franklin

Small

Cap

Value

Fund

18

franklintempleton.com

Annual

Report

Portfolio

Composition

10/31/23

%

of

Total

Net

Assets

Banks

13.7%

Insurance

6.9%

Oil,

Gas

&

Consumable

Fuels

6.0%

Trading

Companies

&

Distributors

5.1%

Building

Products

5.0%

Chemicals

4.7%

Hotels,

Restaurants

&

Leisure

4.5%

Food

Products

4.3%

Aerospace

&

Defense

4.1%

Automobile

Components

4.1%

Leisure

Products

3.7%

Electronic

Equipment,

Instruments

&

Components

3.3%

Software

3.3%

Machinery

3.2%

Other

*

26.3%

Short-Term

Investments

&

Other

Net

Assets

1.8%

Performance

Overview

The

Fund’s

Class

A

shares

posted

a

-4.09%

cumulative

total

return

for

the

12

months

under

review.

In

comparison,

the

Russell

2000

®

Value

Index,

which

measures

the

performance

of

those

Russell

2000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates,

posted

a

-9.93%

cumulative

total

return

for

the

same

period.

1

You

can

find

more

of

the

Fund’s

performance

data

in

the

Performance

Summary

beginning

on

page

20

.

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

.

Q.

What

were

the

leading

contributors

to

performance?

A.

TechnipFMC,

an

oilfield

equipment

and

services

company,

contributed

to

relative

performance,

driven

by

better-than-expected

quarterly

results,

an

increase

in

oil

prices,

continued

strength

in

offshore

order

inflow,

and

visibility

on

an

improving

industry

order

pipeline.

Additionally,

TechnipFMC

restarted

its

quarterly

dividend

and

expanded

its

share

repurchase

program.

Glanbia,

an

international

consumer

foods

and

nutritional

products

company,

contributed

to

results

during

the

period

after

reporting

better-than-expected

earnings

and

announcing

the

divestiture

of

a

joint

venture

at

an

attractive

valuation

as

it

takes

steps

to

simplify

its

business.

The

company’s

initial

fiscal

2023

guidance

also

suggested

margins

should

expand

as

it

laps

significant

raw

material

inflation

in

its

key

inputs.

We

remain

positive

on

the

company’s

growth

prospects

in

the

growing

sports

nutrition

space,

and

on

the

margin

recapture

opportunity.

Shares

of

UFP

Industries

outperformed

during

the

period.

Despite

headwinds

from

lumber

price

deflation,

the

company

posted

its

seventh

consecutive

quarter

of

double-

digit

EBITDA

margins

and

management

reiterated

their

confidence

in

maintaining

the

margin

above

10%

in

the

future.

UFP

has

historically

not

purchased

large

amounts

of

its

own

stock,

but

as

cash

on

the

balance

sheet

continues

to

grow,

the

company

has

become

more

active.

*

Categories

within

the

Other

category

are

listed

in

full

in

the

Fund's

Schedule

of

Investments

(SOI),

which

can

be

found

later

in

this

report.

Top

10

Holdings

10/31/23

Company

Industry,

Country

%

of

Total

Net

Assets

a

a

Crescent

Point

Energy

Corp.

3.7%

Oil,

Gas

&

Consumable

Fuels,

Canada

McGrath

RentCorp

3.7%

Trading

Companies

&

Distributors,

United

States

ACI

Worldwide,

Inc.

3.3%

Software,

United

States

Glanbia

plc

3.1%

Food

Products,

Ireland

Mattel,

Inc.

3.0%

Leisure

Products,

United

States

Hanover

Insurance

Group,

Inc.

(The)

2.8%

Insurance,

United

States

Columbia

Banking

System,

Inc.

2.5%

Banks,

United

States

SouthState

Corp.

2.5%

Banks,

United

States

UFP

Industries,

Inc.

2.4%

Building

Products,

United

States

Green

Plains,

Inc.

2.3%

Oil,

Gas

&

Consumable

Fuels,

United

States

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.

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

43

.

Franklin

Small

Cap

Value

Fund

19

franklintempleton.com

Annual

Report

Q.

What

were

the

leading

detractors

from

performance?

A.

First

Interstate

Bank,

a

regional

bank

with

a

footprint

in

the

western

U.S.,

detracted

from

performance

during

the

period

as

two

mid-sized

banks

failed

in

early

2023

due

to

deposit

runs

which

heightened

investor

concerns

regarding

banking

sector

capital

and

liquidity.

Additionally,

First

Interstate’s

first-quarter

results

were

negatively

impacted

by

funding

costs

that

rose

faster

than

its

asset

yields,

putting

pressure

on

its

net

interest

income

outlook.

While

First

Interstate’s

near-term

earnings

power

has

been

negatively

impacted

by

the

current

yield

curve,

the

bank

remains

well

capitalized

and

has

sufficient

liquidity

options

to

cover

its

uninsured

deposit

base

and

expected

deposit

outflows.

Envista,

a

manufacturer

of

dental

products,

detracted

as

its

first-quarter

results

came

weaker

than

Street

expectations.

This

was

due

to

weakness

in

China

and

Russia

as

well

as

weaker

demand

for

big

ticket

imaging

capital

equipment.

However,

management

reiterated

full-year

2023

guidance

on

expectations

of

accelerating

growth

and

improvements

in

its

operating

margin

through

2023.

Overall,

we

believe

that

the

company

is

transforming

its

portfolio

towards

higher-

growth,

higher-margin

products,

while

remaining

focused

on

continuously

improving

its

operating

performance.

Shares

of

Clearfield,

a

manufacturer

of

fiber

optic

connectivity

and

management

solutions,

contracted

during

the

period.

We

believe

the

near-term

outlook

remains

challenging

due

to

inventory

digestion

and

a

low

level

of

customer

capital

expenditure.

Margins

are

also

expected

to

contract

due

to

the

low

utilization

rate.

Contribution

from

major

government

subsidies

for

broadband

access

equipment

likely

won’t

begin

until

the

second

half

of

2024.

Q.

Were

there

any

significant

changes

to

the

Fund

during

the

reporting

period?

A.

While

we

did

not

make

changes

to

our

investment

philosophy

during

the

period,

we

did

identify

some

opportunities

presented

by

the

market

environment.

First,

our

allocation

to

the

financials

sector

saw

a

net

decrease

during

the

12-month

period,

primarily

due

to

our

positions

within

the

banking

industry.

After

banking

sector

turmoil

caused

stock

prices

to

fall

in

March,

however,

we

began

to

focus

our

attention

in

this

area.

As

valuations

meaningfully

improved

and

sentiment

deteriorated,

we

were

able

to

identify

several

quality

names

in

the

banking

sector,

increasing

our

overall

exposure.

In

addition,

we

added

to

consumer

discretionary

companies

during

the

year,

particularly

within

the

leisure

products

industry,

where

we

identified

quality

names

at

depressed

valuations.

Thank

you

for

your

participation

in

Franklin

Small

Cap

Value

Fund.

We

look

forward

to

continuing

to

serve

your

investment

needs.

Steven

Raineri

Lead

Portfolio

Manager

Nicholas

Karzon,

CFA

Portfolio

Manager

Christopher

Meeker,

CFA

Portfolio

Manager

Portfolio

Management

Team

The

foregoing

information

reflects

our

analysis,

opinions

and

portfolio

holdings

as

of

October

31,

2023,

the

end

of

the

reporting

period.

The

way

we

implement

our

main

investment

strategies

and

the

resulting

portfolio

holdings

may

change

depending

on

factors

such

as

market

and

economic

conditions.

These

opinions

may

not

be

relied

upon

as

investment

advice

or

an

offer

for

a

particular

security.

The

information

is

not

a

complete

analysis

of

every

aspect

of

any

market,

country,

industry,

security

or

the

Fund.

Statements

of

fact

are

from

sources

considered

reliable,

but

the

investment

manager

makes

no

representation

or

warranty

as

to

their

completeness

or

accuracy.

Although

historical

performance

is

no

guarantee

of

future

results,

these

insights

may

help

you

understand

our

investment

management

philosophy.

Performance

Summary

as

of

October

31,

2023

Franklin

Small

Cap

Value

Fund

20

franklintempleton.com

Annual

Report

The

performance

table

and

graphs

do

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 10/31/23

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;

Advisor

Class:

no

sales

charges.

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

–

A

4

1-Year

-4.09%

-9.37%

5-Year

+32.46%

+4.59%

10-Year

+72.62%

+5.01%

Advisor

1-Year

-3.86%

-3.86%

5-Year

+34.13%

+6.05%

10-Year

+77.16%

+5.89%

See

page

22

for

Performance

Summary

footnotes.

Franklin

Small

Cap

Value

Fund

Performance

Summary

21

franklintempleton.com

Annual

Report

See

page

22

for

Performance

Summary

footnotes.

Total

Return

Index

Comparison

for

a

Hypothetical

$10,000

Investment

1

Total

return

represents

the

change

in

value

of

an

investment

over

the

periods

shown.

It

includes

any

applicable

maximum

sales

charge,

Fund

expenses,

account

fees

and

reinvested

distributions.

The

unmanaged

index

includes

reinvestment

of

any

income

or

distributions.

It

differs

from

the

Fund

in

composition

and

does

not

pay

management

fees

or

expenses.

One

cannot

invest

directly

in

an

index.

Class

A

(10/31/13–10/31/23)

Advisor

Class

(10/31/13–10/31/23)

Franklin

Small

Cap

Value

Fund

Performance

Summary

22

franklintempleton.com

Annual

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.

Small-

and

mid-cap

stocks

involve

greater

risks

and

volatility

than

large-cap

stocks.

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.

Real

estate

investment

trusts

(REITs)

are

closely

linked

to

the

performance

of

the

real

estate

markets.

REITs

are

subject

to

illiquidity,

credit

and

interest

rate

risks,

and

risks

associated

with

small-

and

mid-cap

investments.

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.

Source:

FactSet.

The

Russell

2000

®

Value

Index

is

market

capitalization

weighted

and

measures

the

performance

of

those

Russell

2000

®

Index

companies

with

relatively

lower

price-to-book

ratios

and

lower

forecasted

growth

rates.

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.

Distributions

(11/1/22–10/31/23)

Share

Class

Net

Investment

Income

Long-Term

Capital

Gain

Total

A

$0.1982

$1.4008

$1.5990

C

–

$1.4008

$1.4008

R

$0.0779

$1.4008

$1.4787

R6

$0.4091

$1.4008

$1.8099

Advisor

$0.3292

$1.4008

$1.7300

Total

Annual

Operating

Expenses

6

Share

Class

A

0.98%

Advisor

0.73%

Your

Fund’s

Expenses

Franklin

Small

Cap

Value

Fund

23

franklintempleton.com

Annual

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

184/365

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

5/1/23

Ending

Account

Value

10/31/23

Expenses

Paid

During

Period

5/1/23–10/31/23

1,2

Ending

Account

Value

10/31/23

Expenses

Paid

During

Period

5/1/23–10/31/23

1,2

a

Net

Annualized

Expense

Ratio

2

A

$1,000

$956.40

$4.84

$1,020.26

$5.00

0.98%

C

$1,000

$952.70

$8.52

$1,016.48

$8.80

1.73%

R

$1,000

$955.00

$6.07

$1,019.00

$6.27

1.23%

R6

$1,000

$958.20

$2.91

$1,022.23

$3.01

0.59%

Advisor

$1,000

$957.60

$3.61

$1,021.52

$3.73

0.73%

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

MicroCap

Value

Fund

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

24

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$27.57

$32.58

$21.77

$29.32

$31.06

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.15

0.12

0.11

c

0.11

0.06

Net

realized

and

unrealized

gains

(losses)

...........

(0.30)

(0.81)

12.15

(2.89)

(0.03)

Total

from

investment

operations

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

(0.15)

(0.69)

12.26

(2.78)

0.03

Less

distributions

from:

Net

investment

income

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

(0.09)

(0.08)

(0.11)

(0.06)

—

Net

realized

gains

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

(1.54)

(4.24)

(1.34)

(4.71)

(1.77)

Total

distributions

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

(1.63)

(4.32)

(1.45)

(4.77)

(1.77)

Net

asset

value,

end

of

year

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

$25.79

$27.57

$32.58

$21.77

$29.32

Total

return

d

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

(0.71)%

(2.00)%

57.97%

(12.10)%

0.58%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

1.23%

1.24%

1.23%

1.28%

1.22%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

1.22%

e

1.22%

e

1.23%

f

1.27%

e

1.21%

e

Net

investment

income

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

0.56%

0.45%

0.37%

c

0.50%

0.23%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$139,370

$144,717

$161,200

$94,015

$145,897

Portfolio

turnover

rate

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

32.63%

19.91%

31.98%

31.04%

7.04%

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

$0.05

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.20%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

25

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$28.18

$33.21

$22.17

$29.80

$31.43

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.27

0.22

0.22

c

0.20

0.16

Net

realized

and

unrealized

gains

(losses)

...........

(0.34)

(0.82)

12.36

(2.94)

(0.02)

Total

from

investment

operations

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

(0.07)

(0.60)

12.58

(2.74)

0.14

Less

distributions

from:

Net

investment

income

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

(0.18)

(0.19)

(0.20)

(0.18)

—

Net

realized

gains

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

(1.54)

(4.24)

(1.34)

(4.71)

(1.77)

Total

distributions

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

(1.72)

(4.43)

(1.54)

(4.89)

(1.77)

Net

asset

value,

end

of

year

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

$26.39

$28.18

$33.21

$22.17

$29.80

Total

return

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

(0.35)%

(1.67)%

58.51%

(11.80)%

0.97%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.90%

0.91%

0.91%

0.95%

0.89%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

0.86%

d

0.87%

d

0.88%

0.91%

d

0.86%

d

Net

investment

income

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

0.98%

0.79%

0.72%

c

0.86%

0.58%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$15,228

$25,570

$23,137

$12,299

$19,266

Portfolio

turnover

rate

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

32.63%

19.91%

31.98%

31.04%

7.04%

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

$0.05

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.54%.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

26

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$27.95

$32.96

$22.01

$29.62

$31.28

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.23

0.19

0.19

c

0.17

0.15

Net

realized

and

unrealized

gains

(losses)

...........

(0.33)

(0.81)

12.28

(2.94)

(0.04)

Total

from

investment

operations

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

(0.10)

(0.62)

12.47

(2.77)

0.11

Less

distributions

from:

Net

investment

income

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

(0.16)

(0.15)

(0.18)

(0.13)

—

Net

realized

gains

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

(1.54)

(4.24)

(1.34)

(4.71)

(1.77)

Total

distributions

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

(1.70)

(4.39)

(1.52)

(4.84)

(1.77)

Net

asset

value,

end

of

year

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

$26.15

$27.95

$32.96

$22.01

$29.62

Total

return

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

(0.44)%

(1.77)%

58.40%

(11.95)%

0.87%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.98%

0.99%

0.98%

1.03%

0.97%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

0.96%

d

0.97%

d

0.98%

e

1.02%

d

0.96%

d

Net

investment

income

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

0.83%

0.69%

0.60%

c

0.73%

0.48%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$36,980

$44,877

$38,829

$22,429

$29,687

Portfolio

turnover

rate

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

32.63%

19.91%

31.98%

31.04%

7.04%

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

$0.05

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.43%.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

e

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Schedule

of

Investments,

October

31,

2023

Franklin

MicroCap

Value

Fund

franklintempleton.com

Annual

Report

27

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

98.5%

Aerospace

&

Defense

1.7%

a

Ducommun,

Inc.

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

United

States

68,025

$

3,254,316

Banks

18.2%

American

National

Bankshares,

Inc.

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

United

States

79,729

3,042,459

Arrow

Financial

Corp.

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

United

States

119,020

2,536,316

Bar

Harbor

Bankshares

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

United

States

87,544

2,190,351

First

Business

Financial

Services,

Inc.

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

United

States

130,500

4,006,350

First

Internet

Bancorp

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

United

States

116,755

1,911,279

a

First

Western

Financial,

Inc.

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

United

States

110,706

1,480,139

Investar

Holding

Corp.

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

United

States

175,338

1,662,204

Northeast

Bank

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

United

States

101,675

4,853,965

Northrim

BanCorp,

Inc.

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

United

States

28,900

1,205,419

Orrstown

Financial

Services,

Inc.

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

United

States

129,428

2,732,225

Peapack-Gladstone

Financial

Corp.

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

United

States

114,985

2,687,199

Premier

Financial

Corp.

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

United

States

154,765

2,685,173

Southern

Missouri

Bancorp,

Inc.

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

United

States

69,811

2,823,855

WesBanco,

Inc.

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

United

States

42,357

1,033,087

34,850,021

Biotechnology

1.7%

a

Anika

Therapeutics,

Inc.

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

United

States

100,886

1,967,277

a

Catalyst

Pharmaceuticals,

Inc.

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

United

States

104,300

1,294,363

3,261,640

Communications

Equipment

2.0%

a

Digi

International,

Inc.

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

United

States

61,913

1,558,969

PCTEL,

Inc.

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

United

States

344,215

2,357,873

3,916,842

Construction

&

Engineering

7.6%

a

Matrix

Service

Co.

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

United

States

607,019

7,071,770

a

Northwest

Pipe

Co.

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

United

States

65,700

1,790,982

a

Sterling

Infrastructure,

Inc.

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

United

States

79,607

5,799,370

14,662,122

Consumer

Staples

Distribution

&

Retail

0.7%

Village

Super

Market,

Inc.,

A

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

United

States

54,637

1,336,967

Diversified

REITs

3.7%

Alpine

Income

Property

Trust,

Inc.

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

United

States

219,121

3,374,463

CTO

Realty

Growth,

Inc.

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

United

States

228,604

3,701,099

7,075,562

Diversified

Telecommunication

Services

0.5%

ATN

International,

Inc.

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

United

States

29,000

897,550

Electrical

Equipment

3.0%

LSI

Industries,

Inc.

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

United

States

150,118

2,233,756

Preformed

Line

Products

Co.

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

United

States

26,106

3,533,447

5,767,203

Electronic

Equipment,

Instruments

&

Components

3.5%

a

Daktronics,

Inc.

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

United

States

368,610

3,546,028

a

Kimball

Electronics,

Inc.

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

United

States

120,416

3,154,899

6,700,927

Energy

Equipment

&

Services

6.4%

a

DMC

Global,

Inc.

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

United

States

181,300

3,435,635

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

28

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Energy

Equipment

&

Services

(continued)

a

Helix

Energy

Solutions

Group,

Inc.

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

United

States

526,542

$

5,160,112

a

Oil

States

International,

Inc.

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

United

States

493,390

3,582,011

12,177,758

Food

Products

1.3%

Alico,

Inc.

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

United

States

103,315

2,525,019

Health

Care

Equipment

&

Supplies

4.1%

a

Semler

Scientific,

Inc.

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

United

States

76,300

2,225,671

a

UFP

Technologies,

Inc.

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

United

States

14,280

2,226,538

Utah

Medical

Products,

Inc.

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

United

States

41,696

3,315,666

7,767,875

Health

Care

Technology

0.7%

a

Computer

Programs

and

Systems,

Inc.

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

United

States

91,056

1,282,979

Hotels,

Restaurants

&

Leisure

2.0%

a

Century

Casinos,

Inc.

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

United

States

392,262

1,718,107

a

Chuy's

Holdings,

Inc.

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

United

States

61,874

2,082,679

3,800,786

Household

Durables

1.6%

Hooker

Furnishings

Corp.

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

United

States

188,406

3,150,148

Independent

Power

and

Renewable

Electricity

Producers

1.3%

Polaris

Renewable

Energy,

Inc.

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

Canada

263,613

2,480,639

Insurance

3.3%

Investors

Title

Co.

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

United

States

7,900

1,136,099

Tiptree,

Inc.,

A

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

United

States

197,690

2,987,096

United

Fire

Group,

Inc.

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

United

States

106,157

2,138,002

6,261,197

Interactive

Media

&

Services

1.9%

a

DHI

Group,

Inc.

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

United

States

360,217

986,995

a

QuinStreet,

Inc.

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

United

States

236,700

2,677,077

3,664,072

IT

Services

1.8%

Hackett

Group,

Inc.

(The)

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

United

States

152,200

3,392,538

Machinery

12.6%

Alamo

Group,

Inc.

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

United

States

13,249

2,123,815

a

Commercial

Vehicle

Group,

Inc.

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

United

States

401,700

2,799,849

a

Graham

Corp.

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

United

States

256,146

3,993,316

Hurco

Cos.,

Inc.

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

United

States

105,700

2,114,000

a

L

B

Foster

Co.,

A

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

United

States

297,265

5,832,339

Miller

Industries,

Inc.

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

United

States

151,000

5,491,870

Shyft

Group,

Inc.

(The)

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

United

States

157,379

1,728,022

24,083,211

Media

1.0%

Entravision

Communications

Corp.,

A

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

United

States

561,868

2,011,487

Metals

&

Mining

1.4%

Haynes

International,

Inc.

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

United

States

64,177

2,761,215

Office

REITs

0.5%

City

Office

REIT,

Inc.

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

United

States

243,764

928,741

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

MicroCap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

29

See

Abbreviations

on

page

66

.

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Oil,

Gas

&

Consumable

Fuels

1.9%

VAALCO

Energy,

Inc.

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

United

States

813,900

$

3,638,133

Paper

&

Forest

Products

1.5%

Mercer

International,

Inc.

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

Germany

366,300

2,908,422

Pharmaceuticals

1.6%

a

Harrow,

Inc.

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

United

States

217,396

3,116,372

Professional

Services

2.7%

Heidrick

&

Struggles

International,

Inc.

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

United

States

105,876

2,577,022

Resources

Connection,

Inc.

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

United

States

187,400

2,524,278

5,101,300

Semiconductors

&

Semiconductor

Equipment

0.3%

a

AXT,

Inc.

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

United

States

316,900

630,631

Specialty

Retail

3.7%

a

America's

Car-Mart,

Inc.

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

United

States

43,577

2,918,788

a

Children's

Place,

Inc.

(The)

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

United

States

30,300

829,311

a

Citi

Trends,

Inc.

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

United

States

41,123

991,064

a

Genesco,

Inc.

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

United

States

86,620

2,374,254

7,113,417

Textiles,

Apparel

&

Luxury

Goods

4.3%

a

Delta

Apparel,

Inc.

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

United

States

155,275

1,299,652

Rocky

Brands,

Inc.

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

United

States

151,560

1,861,157

a

Vera

Bradley,

Inc.

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

United

States

698,125

5,110,275

8,271,084

Total

Common

Stocks

(Cost

$146,879,133)

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

188,790,174

Short

Term

Investments

1.6%

a

a

Country

Shares

a

Value

a

a

a

Money

Market

Funds

1.6%

b,c

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

5.035%

....

United

States

3,026,861

3,026,861

Total

Money

Market

Funds

(Cost

$3,026,861)

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

3,026,861

Total

Short

Term

Investments

(Cost

$3,026,861

)

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

3,026,861

a

Total

Investments

(Cost

$149,905,994)

100.1%

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

$191,817,035

Other

Assets,

less

Liabilities

(0.1)%

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

(238,481)

Net

Assets

100.0%

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

$191,578,554

a

a

a

a

Non-income

producing.

b

See

Note

3(f)

regarding

investments

in

affiliated

management

investment

companies.

c

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

30

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$32.32

$40.20

$27.59

$34.61

$37.93

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.43

0.37

0.43

1.14

c

0.52

Net

realized

and

unrealized

gains

(losses)

...........

(1.23)

(3.28)

13.37

(5.47)

1.13

Total

from

investment

operations

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

(0.80)

(2.91)

13.80

(4.33)

1.65

Less

distributions

from:

Net

investment

income

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

(0.33)

(0.45)

(1.19)

(0.54)

(0.46)

Net

realized

gains

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

(1.08)

(4.52)

—

(2.15)

(4.51)

Total

distributions

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

(1.41)

(4.97)

(1.19)

(2.69)

(4.97)

Net

asset

value,

end

of

year

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

$30.11

$32.32

$40.20

$27.59

$34.61

Total

return

d

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

(2.70)%

(8.06)%

51.14%

(13.94)%

6.22%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.90%

0.91%

0.91%

0.95%

0.93%

Expenses

net

of

waiver

and

payments

by

affiliates

e

......

0.88%

0.90%

0.91%

f

0.93%

0.89%

Net

investment

income

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

1.33%

1.07%

1.18%

3.94%

c

1.55%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$607,754

$688,933

$790,329

$538,538

$735,919

Portfolio

turnover

rate

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

64.21%

66.63%

60.45%

57.78%

44.31%

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

$0.69

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.55%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

31

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$30.50

$38.15

$26.21

$32.97

$36.13

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.18

0.11

0.15

0.93

c

0.26

Net

realized

and

unrealized

gains

(losses)

...........

(1.16)

(3.11)

12.72

(5.28)

1.09

Total

from

investment

operations

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

(0.98)

(3.00)

12.87

(4.35)

1.35

Less

distributions

from:

Net

investment

income

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

(0.05)

(0.13)

(0.93)

(0.26)

—

Net

realized

gains

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

(1.08)

(4.52)

—

(2.15)

(4.51)

Total

distributions

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

(1.13)

(4.65)

(0.93)

(2.41)

(4.51)

Net

asset

value,

end

of

year

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

$28.39

$30.50

$38.15

$26.21

$32.97

Total

return

d

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

(3.42)%

(8.77)%

50.06%

(14.57)%

5.41%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

1.65%

1.66%

1.66%

1.70%

1.68%

Expenses

net

of

waiver

and

payments

by

affiliates

e

......

1.63%

1.65%

1.66%

f

1.68%

1.64%

Net

investment

income

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

0.58%

0.32%

0.42%

3.36%

c

0.80%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$10,359

$15,412

$20,132

$15,881

$27,443

Portfolio

turnover

rate

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

64.21%

66.63%

60.45%

57.78%

44.31%

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

$0.66

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

0.97%.

d

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

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The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

32

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$32.46

$40.34

$27.67

$34.70

$37.99

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.35

0.28

0.34

1.11

c

0.44

Net

realized

and

unrealized

gains

(losses)

...........

(1.23)

(3.29)

13.44

(5.55)

1.14

Total

from

investment

operations

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

(0.88)

(3.01)

13.78

(4.44)

1.58

Less

distributions

from:

Net

investment

income

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

(0.25)

(0.35)

(1.11)

(0.44)

(0.36)

Net

realized

gains

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

(1.08)

(4.52)

—

(2.15)

(4.51)

Total

distributions

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

(1.33)

(4.87)

(1.11)

(2.59)

(4.87)

Net

asset

value,

end

of

year

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

$30.25

$32.46

$40.34

$27.67

$34.70

Total

return

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

(2.94)%

(8.32)%

50.87%

(14.16)%

5.94%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

1.15%

1.16%

1.16%

1.20%

1.18%

Expenses

net

of

waiver

and

payments

by

affiliates

d

......

1.13%

1.15%

1.16%

e

1.18%

1.14%

Net

investment

income

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

1.08%

0.82%

0.93%

3.80%

c

1.30%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$4,922

$5,419

$6,362

$4,465

$6,764

Portfolio

turnover

rate

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

64.21%

66.63%

60.45%

57.78%

44.31%

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

$0.70

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

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

e

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

33

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$33.91

$41.93

$28.73

$35.93

$39.20

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.57

0.51

0.59

1.27

c

0.67

Net

realized

and

unrealized

gains

(losses)

...........

(1.29)

(3.43)

13.91

(5.65)

1.18

Total

from

investment

operations

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

(0.72)

(2.92)

14.50

(4.38)

1.85

Less

distributions

from:

Net

investment

income

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

(0.45)

(0.58)

(1.30)

(0.67)

(0.61)

Net

realized

gains

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

(1.08)

(4.52)

—

(2.15)

(4.51)

Total

distributions

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

(1.53)

(5.10)

(1.30)

(2.82)

(5.12)

Net

asset

value,

end

of

year

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

$31.66

$33.91

$41.93

$28.73

$35.93

Total

return

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

(2.34)%

(7.76)%

51.74%

(13.61)%

6.61%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.58%

0.59%

0.59%

0.61%

0.59%

Expenses

net

of

waiver

and

payments

by

affiliates

d

......

0.54%

0.55%

0.55%

0.55%

0.52%

Net

investment

income

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

1.67%

1.42%

1.54%

4.24%

c

1.92%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$31,790

$36,512

$39,290

$27,952

$36,398

Portfolio

turnover

rate

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

64.21%

66.63%

60.45%

57.78%

44.31%

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

$0.72

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

1.85%.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

34

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$34.02

$42.04

$28.80

$36.01

$39.26

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.54

0.48

0.55

1.28

c

0.63

Net

realized

and

unrealized

gains

(losses)

...........

(1.31)

(3.44)

13.95

(5.72)

1.19

Total

from

investment

operations

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

(0.77)

(2.96)

14.50

(4.44)

1.82

Less

distributions

from:

Net

investment

income

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

(0.41)

(0.54)

(1.26)

(0.62)

(0.56)

Net

realized

gains

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

(1.08)

(4.52)

—

(2.15)

(4.51)

Total

distributions

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

(1.49)

(5.06)

(1.26)

(2.77)

(5.07)

Net

asset

value,

end

of

year

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

$31.76

$34.02

$42.04

$28.80

$36.01

Total

return

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

(2.45)%

(7.86)%

51.57%

(13.71)%

6.48%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.65%

0.66%

0.66%

0.70%

0.68%

Expenses

net

of

waiver

and

payments

by

affiliates

d

......

0.63%

0.65%

0.66%

e

0.68%

0.64%

Net

investment

income

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

1.58%

1.32%

1.43%

4.22%

c

1.80%

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$43,244

$46,625

$56,787

$34,029

$47,427

Portfolio

turnover

rate

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

64.21%

66.63%

60.45%

57.78%

44.31%

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

$0.72

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

1.83%.

d

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

e

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Schedule

of

Investments,

October

31,

2023

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

franklintempleton.com

Annual

Report

35

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

95.8%

Aerospace

&

Defense

6.0%

a

Babcock

International

Group

plc

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

United

Kingdom

2,558,440

$

12,170,631

L3Harris

Technologies,

Inc.

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

United

States

62,714

11,251,519

Melrose

Industries

plc

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

United

Kingdom

1,404,962

7,997,894

Moog,

Inc.,

A

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

United

States

87,549

10,160,061

41,580,105

Automobile

Components

2.9%

Dowlais

Group

plc

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

United

Kingdom

6,723,487

8,184,063

Lear

Corp.

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

United

States

90,194

11,703,574

19,887,637

Banks

4.0%

Citizens

Financial

Group,

Inc.

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

United

States

491,124

11,507,035

PNC

Financial

Services

Group,

Inc.

(The)

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

United

States

145,832

16,693,389

28,200,424

Broadline

Retail

1.7%

eBay,

Inc.

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

United

States

302,933

11,884,062

Building

Products

2.2%

Johnson

Controls

International

plc

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

United

States

314,395

15,411,643

Chemicals

4.9%

Ashland,

Inc.

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

United

States

92,086

7,056,550

Avient

Corp.

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

United

States

305,351

9,655,199

Huntsman

Corp.

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

United

States

393,837

9,188,217

Olin

Corp.

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

United

States

192,316

8,215,739

34,115,705

Commercial

Services

&

Supplies

1.7%

a

Stericycle,

Inc.

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

United

States

285,151

11,759,627

Construction

&

Engineering

2.1%

a

WillScot

Mobile

Mini

Holdings

Corp.

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

United

States

375,264

14,789,154

Consumer

Finance

1.6%

Capital

One

Financial

Corp.

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

United

States

110,046

11,146,559

Containers

&

Packaging

1.6%

International

Paper

Co.

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

United

States

340,990

11,501,593

Electric

Utilities

6.4%

Entergy

Corp.

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

United

States

200,758

19,190,457

Evergy,

Inc.

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

United

States

105,586

5,188,496

PPL

Corp.

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

United

States

836,791

20,559,955

44,938,908

Electrical

Equipment

1.3%

Regal

Rexnord

Corp.

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

United

States

79,253

9,384,348

Electronic

Equipment,

Instruments

&

Components

2.0%

a

Flex

Ltd.

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

United

States

544,248

13,998,059

Energy

Equipment

&

Services

4.5%

Baker

Hughes

Co.,

A

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

United

States

442,321

15,224,689

Schlumberger

NV

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

United

States

292,473

16,279,047

31,503,736

Financial

Services

5.0%

a

Fiserv,

Inc.

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

United

States

61,289

6,971,624

Global

Payments,

Inc.

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

United

States

117,138

12,442,398

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

36

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Financial

Services

(continued)

Voya

Financial,

Inc.

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

United

States

230,071

$

15,361,841

34,775,863

Food

Products

1.8%

Kraft

Heinz

Co.

(The)

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

United

States

393,026

12,364,598

Health

Care

Equipment

&

Supplies

2.4%

Baxter

International,

Inc.

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

United

States

226,266

7,337,806

a

Envista

Holdings

Corp.

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

United

States

396,720

9,231,675

16,569,481

Health

Care

Providers

&

Services

3.7%

Cencora,

Inc.

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

United

States

53,111

9,833,501

Elevance

Health,

Inc.

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

United

States

20,942

9,425,785

Fresenius

SE

&

Co.

KGaA

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

Germany

259,256

6,668,286

25,927,572

Household

Durables

1.8%

DR

Horton,

Inc.

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

United

States

121,430

12,677,292

Independent

Power

and

Renewable

Electricity

Producers

2.0%

AES

Corp.

(The)

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

United

States

927,015

13,812,523

Insurance

4.5%

Everest

Group

Ltd.

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

United

States

38,217

15,119,410

Hartford

Financial

Services

Group,

Inc.

(The)

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

United

States

221,069

16,237,518

31,356,928

Interactive

Media

&

Services

1.0%

a

Match

Group,

Inc.

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

United

States

196,847

6,810,906

Life

Sciences

Tools

&

Services

0.7%

a

Bio-Rad

Laboratories,

Inc.,

A

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

United

States

17,103

4,708,114

Machinery

1.9%

Parker-Hannifin

Corp.

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

United

States

36,797

13,574,781

Media

1.8%

a

Liberty

Broadband

Corp.,

C

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

United

States

148,993

12,412,607

Metals

&

Mining

0.7%

Alcoa

Corp.

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

United

States

191,698

4,915,137

Oil,

Gas

&

Consumable

Fuels

2.8%

Crescent

Point

Energy

Corp.

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

Canada

554,026

4,437,748

Williams

Cos.,

Inc.

(The)

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

United

States

429,321

14,768,643

19,206,391

Personal

Care

Products

2.0%

Kenvue,

Inc.

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

United

States

744,372

13,845,319

Pharmaceuticals

1.4%

GSK

plc

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

United

States

557,935

9,944,135

Professional

Services

5.3%

ICF

International,

Inc.

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

United

States

74,173

9,399,944

KBR,

Inc.

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

United

States

259,762

15,105,160

SS&C

Technologies

Holdings,

Inc.

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

United

States

250,526

12,588,932

37,094,036

Real

Estate

Management

&

Development

3.4%

a

CBRE

Group,

Inc.,

A

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

United

States

226,682

15,718,130

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

37

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Real

Estate

Management

&

Development

(continued)

Colliers

International

Group,

Inc.

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

Canada

88,527

$

8,032,055

23,750,185

Retail

REITs

2.4%

Brixmor

Property

Group,

Inc.

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

United

States

797,148

16,572,707

Semiconductors

&

Semiconductor

Equipment

1.2%

a

Onto

Innovation,

Inc.

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

United

States

74,231

8,341,337

Software

1.5%

Gen

Digital,

Inc.

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

United

States

643,041

10,713,063

Specialized

REITs

1.5%

SBA

Communications

Corp.,

A

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

United

States

49,385

10,303,193

Specialty

Retail

1.2%

Dick's

Sporting

Goods,

Inc.

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

United

States

79,987

8,554,610

Trading

Companies

&

Distributors

2.9%

a

AerCap

Holdings

NV

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

Ireland

120,356

7,476,514

Ferguson

plc

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

United

States

84,184

12,644,437

20,120,951

Total

Common

Stocks

(Cost

$630,064,457)

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

668,453,289

Short

Term

Investments

4.8%

a

a

Country

Shares

a

Value

a

a

a

Money

Market

Funds

4.8%

b,c

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

5.035%

....

United

States

33,756,988

33,756,988

Total

Money

Market

Funds

(Cost

$33,756,988)

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

33,756,988

Total

Short

Term

Investments

(Cost

$33,756,988

)

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

33,756,988

a

Total

Investments

(Cost

$663,821,445)

100.6%

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

$702,210,277

Other

Assets,

less

Liabilities

(0.6)%

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

(4,141,472)

Net

Assets

100.0%

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

$698,068,805

a

a

a

See

Abbreviations

on

page

66

.

a

Non-income

producing.

b

See

Note

3(f)

regarding

investments

in

affiliated

management

investment

companies.

c

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

38

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Class

A

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$51.18

$61.24

$41.84

$49.48

$52.59

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.39

0.25

0.47

c

0.45

0.51

d

Net

realized

and

unrealized

gains

(losses)

...........

(2.42)

(4.60)

20.03

(5.01)

4.00

Total

from

investment

operations

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

(2.03)

(4.35)

20.50

(4.56)

4.51

Less

distributions

from:

Net

investment

income

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

(0.20)

(0.34)

(0.35)

(0.58)

(0.44)

Net

realized

gains

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

(1.40)

(5.37)

(0.75)

(2.50)

(7.18)

Total

distributions

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

(1.60)

(5.71)

(1.10)

(3.08)

(7.62)

Net

asset

value,

end

of

year

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

$47.55

$51.18

$61.24

$41.84

$49.48

Total

return

e

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

(4.09)%

(7.83)%

49.59%

(10.04)%

11.35%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.99%

0.98%

1.00%

1.08%

1.06%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

0.98%

f

0.98%

g

1.00%

g

1.07%

f

1.05%

f

Net

investment

income

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

0.75%

0.46%

0.81%

c

1.08%

1.10%

d

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$1,076,436

$1,268,890

$1,577,561

$1,123,039

$1,334,235

Portfolio

turnover

rate

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

68.74%

47.06%

52.76%

67.46%

57.84%

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

$0.15

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

0.56%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.80%.

e

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

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

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

39

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Class

C

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$42.88

$52.25

$35.87

$42.84

$46.45

Income

from

investment

operations

a

:

Net

investment

income

(loss)

b

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

—

c

(0.13)

0.02

d

0.12

0.15

e

Net

realized

and

unrealized

gains

(losses)

...........

(2.00)

(3.87)

17.20

(4.33)

3.42

Total

from

investment

operations

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

(2.00)

(4.00)

17.22

(4.21)

3.57

Less

distributions

from:

Net

investment

income

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

—

—

(0.09)

(0.26)

—

Net

realized

gains

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

(1.40)

(5.37)

(0.75)

(2.50)

(7.18)

Total

distributions

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

(1.40)

(5.37)

(0.84)

(2.76)

(7.18)

Net

asset

value,

end

of

year

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

$39.48

$42.88

$52.25

$35.87

$42.84

Total

return

f

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

(4.82)%

(8.51)%

48.51%

(10.73)%

10.52%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

1.74%

1.73%

1.75%

1.83%

1.81%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

1.73%

g

1.73%

h

1.75%

h

1.82%

g

1.80%

g

Net

investment

income

(loss)

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

—%

i

(0.29)%

0.05%

d

0.34%

0.35%

e

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$50,027

$68,960

$99,994

$77,586

$111,639

Portfolio

turnover

rate

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

68.74%

47.06%

52.76%

67.46%

57.84%

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

Amount

rounds

to

less

than

$0.01

per

share.

d

Net

investment

income

per

share

includes

approximately

$0.15

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

(0.20)%.

e

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.05%.

f

Total

return

does

not

reflect

sales

commissions

or

contingent

deferred

sales

charges,

if

applicable.

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

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

40

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Class

R

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$50.46

$60.43

$41.31

$48.88

$51.98

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.26

0.11

0.32

c

0.35

0.40

d

Net

realized

and

unrealized

gains

(losses)

...........

(2.38)

(4.53)

19.79

(4.97)

3.94

Total

from

investment

operations

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

(2.12)

(4.42)

20.11

(4.62)

4.34

Less

distributions

from:

Net

investment

income

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

(0.08)

(0.18)

(0.24)

(0.45)

(0.26)

Net

realized

gains

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

(1.40)

(5.37)

(0.75)

(2.50)

(7.18)

Total

distributions

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

(1.48)

(5.55)

(0.99)

(2.95)

(7.44)

Net

asset

value,

end

of

year

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

$46.86

$50.46

$60.43

$41.31

$48.88

Total

return

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

(4.35)%

(8.05)%

49.22%

(10.27)%

11.06%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

1.24%

1.23%

1.25%

1.33%

1.31%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

1.23%

e

1.23%

f

1.25%

f

1.32%

e

1.30%

e

Net

investment

income

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

0.50%

0.21%

0.56%

c

0.84%

0.85%

d

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$102,284

$119,060

$150,288

$106,201

$143,634

Portfolio

turnover

rate

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

68.74%

47.06%

52.76%

67.46%

57.84%

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

$0.15

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

0.32%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

0.55%.

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

41

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Class

R6

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$54.68

$65.05

$44.37

$52.29

$55.17

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.63

0.48

0.71

c

0.65

0.75

d

Net

realized

and

unrealized

gains

(losses)

...........

(2.60)

(4.89)

21.27

(5.27)

4.23

Total

from

investment

operations

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

(1.97)

(4.41)

21.98

(4.62)

4.98

Less

distributions

from:

Net

investment

income

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

(0.41)

(0.59)

(0.55)

(0.80)

(0.68)

Net

realized

gains

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

(1.40)

(5.37)

(0.75)

(2.50)

(7.18)

Total

distributions

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

(1.81)

(5.96)

(1.30)

(3.30)

(7.86)

Net

asset

value,

end

of

year

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

$50.90

$54.68

$65.05

$44.37

$52.29

Total

return

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

(3.72)%

(7.46)%

50.21%

(9.65)%

11.82%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.61%

0.62%

0.62%

0.68%

0.66%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

0.59%

e

0.59%

0.59%

0.64%

e

0.61%

e

Net

investment

income

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

1.14%

0.84%

1.15%

c

1.47%

1.54%

d

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$1,225,364

$1,248,367

$1,336,020

$510,946

$362,397

Portfolio

turnover

rate

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

68.74%

47.06%

52.76%

67.46%

57.84%

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

$0.15

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

0.90%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.24%.

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

42

a

Year

Ended

October

31,

2023

2022

2021

2020

2019

Advisor

Class

Per

share

operating

performance

(for

a

share

outstanding

throughout

the

year)

Net

asset

value,

beginning

of

year

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

$54.76

$65.13

$44.44

$52.36

$55.19

Income

from

investment

operations

a

:

Net

investment

income

b

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

0.55

0.41

0.63

c

0.58

0.67

d

Net

realized

and

unrealized

gains

(losses)

...........

(2.60)

(4.91)

21.30

(5.29)

4.24

Total

from

investment

operations

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

(2.05)

(4.50)

21.93

(4.71)

4.91

Less

distributions

from:

Net

investment

income

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

(0.33)

(0.50)

(0.49)

(0.71)

(0.56)

Net

realized

gains

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

(1.40)

(5.37)

(0.75)

(2.50)

(7.18)

Total

distributions

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

(1.73)

(5.87)

(1.24)

(3.21)

(7.74)

Net

asset

value,

end

of

year

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

$50.98

$54.76

$65.13

$44.44

$52.36

Total

return

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

(3.86)%

(7.59)%

49.98%

(9.81)%

11.61%

Ratios

to

average

net

assets

Expenses

before

waiver

and

payments

by

affiliates

......

0.74%

0.73%

0.75%

0.83%

0.81%

Expenses

net

of

waiver

and

payments

by

affiliates

.......

0.73%

e

0.73%

f

0.75%

f

0.82%

e

0.80%

e

Net

investment

income

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

1.00%

0.71%

1.01%

c

1.30%

1.35%

d

Supplemental

data

Net

assets,

end

of

year

(000’s)

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

$1,199,891

$1,406,507

$1,687,270

$646,240

$522,329

Portfolio

turnover

rate

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

68.74%

47.06%

52.76%

67.46%

57.84%

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

$0.15

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

0.76%.

d

Net

investment

income

per

share

includes

approximately

$0.14

per

share

related

to

income

received

in

the

form

of

special

dividends

in

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

of

net

investment

income

to

average

net

assets

would

have

been

1.05%.

e

Benefit

of

expense

reduction

rounds

to

less

than

0.01%.

f

Benefit

of

waiver

and

payments

by

affiliates

rounds

to

less

than

0.01%.

Franklin

Value

Investors

Trust

Schedule

of

Investments,

October

31,

2023

Franklin

Small

Cap

Value

Fund

franklintempleton.com

Annual

Report

43

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

98.2%

Aerospace

&

Defense

4.1%

Melrose

Industries

plc

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

United

Kingdom

6,328,808

$

36,027,406

QinetiQ

Group

plc

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

United

Kingdom

15,158,531

60,972,340

a

Senior

plc

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

United

Kingdom

28,282,051

53,752,095

150,751,841

Automobile

Components

4.1%

b

Adient

plc

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

United

States

2,200,895

74,148,152

b

Atmus

Filtration

Technologies,

Inc.

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

United

States

1,784,158

33,470,804

LCI

Industries

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

United

States

377,983

41,007,376

148,626,332

Banks

13.7%

Atlantic

Union

Bankshares

Corp.

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

United

States

438,080

12,621,085

a

Camden

National

Corp.

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

United

States

782,909

22,829,626

Columbia

Banking

System,

Inc.

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

United

States

4,641,282

91,294,017

First

Bancorp

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

United

States

619,525

17,978,616

First

Commonwealth

Financial

Corp.

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

United

States

1,509,199

18,382,044

First

Interstate

BancSystem,

Inc.,

A

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

United

States

3,100,200

71,521,614

German

American

Bancorp,

Inc.

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

United

States

779,192

21,295,317

Peoples

Bancorp,

Inc.

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

United

States

1,175,143

32,410,444

Seacoast

Banking

Corp.

of

Florida

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

United

States

1,185,277

23,954,448

SouthState

Corp.

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

United

States

1,372,248

90,705,593

TriCo

Bancshares

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

United

States

987,284

31,938,637

WSFS

Financial

Corp.

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

United

States

1,888,687

66,859,520

501,790,961

Building

Products

5.0%

Insteel

Industries,

Inc.

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

United

States

441,343

12,317,883

b

Masonite

International

Corp.

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

United

States

613,713

48,569,247

UFP

Industries,

Inc.

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

United

States

907,664

86,382,383

Zurn

Elkay

Water

Solutions

Corp.

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

United

States

1,379,792

36,509,296

183,778,809

Capital

Markets

0.8%

Piper

Sandler

Cos.

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

United

States

217,198

30,375,140

Chemicals

4.7%

Ashland,

Inc.

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

United

States

170,531

13,067,791

Avient

Corp.

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

United

States

1,684,525

53,264,680

a,b

Elementis

plc

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

United

Kingdom

39,868,704

57,383,349

Olin

Corp.

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

United

States

198,050

8,460,696

Tronox

Holdings

plc

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

United

States

3,631,196

38,817,485

170,994,001

Commercial

Services

&

Supplies

0.8%

HNI

Corp.

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

United

States

840,678

29,163,120

Communications

Equipment

0.7%

a,b

Clearfield,

Inc.

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

United

States

1,060,093

25,463,434

Construction

&

Engineering

3.1%

Primoris

Services

Corp.

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

United

States

1,778,835

53,471,780

Stantec,

Inc.

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

Canada

335,184

20,507,905

b

WillScot

Mobile

Mini

Holdings

Corp.

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

United

States

970,023

38,228,606

112,208,291

Construction

Materials

0.1%

b

Summit

Materials,

Inc.,

A

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

United

States

120,687

3,970,602

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

44

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Consumer

Finance

0.1%

Bread

Financial

Holdings,

Inc.

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

United

States

61,182

$

1,653,749

Diversified

REITs

1.1%

Alexander

&

Baldwin,

Inc.

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

United

States

2,558,721

40,427,792

Electric

Utilities

0.8%

IDACORP,

Inc.

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

United

States

319,478

30,257,761

Electrical

Equipment

1.4%

Regal

Rexnord

Corp.

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

United

States

419,129

49,629,065

Electronic

Equipment,

Instruments

&

Components

3.3%

Benchmark

Electronics,

Inc.

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

United

States

1,597,302

38,670,681

b

Coherent

Corp.

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

United

States

325,923

9,647,321

CTS

Corp.

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

United

States

47,225

1,766,687

a,b

Knowles

Corp.

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

United

States

5,513,051

71,614,533

121,699,222

Energy

Equipment

&

Services

2.1%

TechnipFMC

plc

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

United

Kingdom

3,559,134

76,592,564

Food

Products

4.3%

Glanbia

plc

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

Ireland

7,082,195

111,495,275

Maple

Leaf

Foods,

Inc.

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

Canada

2,341,736

46,621,958

158,117,233

Health

Care

Equipment

&

Supplies

2.9%

b

Envista

Holdings

Corp.

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

United

States

1,976,450

45,991,992

b

Integer

Holdings

Corp.

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

United

States

714,173

57,969,422

103,961,414

Hotel

&

Resort

REITs

1.3%

Sunstone

Hotel

Investors,

Inc.

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

United

States

5,283,854

49,139,842

Hotels,

Restaurants

&

Leisure

4.5%

Boyd

Gaming

Corp.

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

United

States

402,887

22,259,507

b

Brinker

International,

Inc.

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

United

States

561,538

19,047,369

Dalata

Hotel

Group

plc

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

Ireland

6,053,205

25,681,205

b

Hilton

Grand

Vacations,

Inc.

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

United

States

1,958,508

70,408,363

Jack

in

the

Box,

Inc.

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

United

States

408,821

25,829,311

163,225,755

Household

Durables

1.1%

Century

Communities,

Inc.

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

United

States

140,017

8,611,046

b

M/I

Homes,

Inc.

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

United

States

195,074

16,009,723

Meritage

Homes

Corp.

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

United

States

99,007

11,288,778

b

Taylor

Morrison

Home

Corp.,

A

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

United

States

60,491

2,318,015

38,227,562

Industrial

REITs

0.3%

STAG

Industrial,

Inc.

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

United

States

294,289

9,776,281

Insurance

6.9%

CNO

Financial

Group,

Inc.

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

United

States

3,110,233

72,095,201

Hanover

Insurance

Group,

Inc.

(The)

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

United

States

875,351

102,599,891

a

Horace

Mann

Educators

Corp.

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

United

States

2,453,429

77,847,302

252,542,394

Leisure

Products

3.7%

Brunswick

Corp.

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

United

States

377,080

26,195,747

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

45

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Leisure

Products

(continued)

b

Mattel,

Inc.

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

United

States

5,689,860

$

108,562,529

134,758,276

Machinery

3.2%

a

Columbus

McKinnon

Corp.

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

United

States

1,663,598

50,856,191

Mueller

Water

Products,

Inc.,

A

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

United

States

5,121,578

63,353,920

Timken

Co.

(The)

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

United

States

25,937

1,792,765

116,002,876

Metals

&

Mining

1.0%

Commercial

Metals

Co.

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

United

States

375,665

15,886,873

Ryerson

Holding

Corp.

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

United

States

747,603

21,717,867

37,604,740

Multi-Utilities

0.3%

Black

Hills

Corp.

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

United

States

235,110

11,367,569

Office

REITs

1.0%

Highwoods

Properties,

Inc.

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

United

States

2,076,736

37,152,807

Oil,

Gas

&

Consumable

Fuels

6.0%

Crescent

Point

Energy

Corp.

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

Canada

16,863,686

135,220,789

b

Green

Plains,

Inc.

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

United

States

2,832,934

83,231,601

218,452,390

Paper

&

Forest

Products

1.0%

Louisiana-Pacific

Corp.

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

United

States

707,770

36,294,446

Professional

Services

1.1%

ICF

International,

Inc.

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

United

States

17,928

2,272,015

Kforce,

Inc.

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

United

States

647,366

39,515,221

41,787,236

Real

Estate

Management

&

Development

0.5%

Colliers

International

Group,

Inc.

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

Canada

211,402

19,180,503

Semiconductors

&

Semiconductor

Equipment

2.7%

b

Cohu,

Inc.

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

United

States

1,939,535

58,457,585

b

Onto

Innovation,

Inc.

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

United

States

367,532

41,299,571

99,757,156

Software

3.3%

a,b

ACI

Worldwide,

Inc.

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

United

States

5,822,554

118,605,425

Specialty

Retail

0.8%

a,b

Children's

Place,

Inc.

(The)

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

United

States

885,230

24,228,745

Group

1

Automotive,

Inc.

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

United

States

24,149

6,093,517

30,322,262

Textiles,

Apparel

&

Luxury

Goods

1.3%

Carter's,

Inc.

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

United

States

425,215

28,557,440

Dr.

Martens

plc

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

United

Kingdom

13,922,778

19,735,809

48,293,249

Trading

Companies

&

Distributors

5.1%

Herc

Holdings,

Inc.

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

United

States

486,535

51,957,072

Franklin

Value

Investors

Trust

Schedule

of

Investments

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

46

a

a

Country

Shares

a

Value

a

a

a

a

a

a

Common

Stocks

(continued)

Trading

Companies

&

Distributors

(continued)

a

McGrath

RentCorp

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

United

States

1,342,988

$

135,104,593

187,061,665

Total

Common

Stocks

(Cost

$3,595,734,069)

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

3,589,013,765

Short

Term

Investments

2.1%

a

a

Country

Shares

a

Value

a

a

a

Money

Market

Funds

2.1%

c,d

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

5.035%

....

United

States

76,597,843

76,597,843

Total

Money

Market

Funds

(Cost

$76,597,843)

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

76,597,843

Total

Short

Term

Investments

(Cost

$76,597,843

)

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

76,597,843

a

Total

Investments

(Cost

$3,672,331,912)

100.3%

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

$3,665,611,608

Other

Assets,

less

Liabilities

(0.3)%

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

(11,609,294)

Net

Assets

100.0%

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

$3,654,002,314

a

a

a

See

Abbreviations

on

page

66

.

a

See

Note

7

regarding

holdings

of

5%

voting

securities.

b

Non-income

producing.

c

See

Note

3(f)

regarding

investments

in

affiliated

management

investment

companies.

d

The

rate

shown

is

the

annualized

seven-day

effective

yield

at

period

end.

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Assets

and

Liabilities

October

31,

2023

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

47

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Assets:

Investments

in

securities:

Cost

-

Unaffiliated

issuers

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

$146,879,133

$630,064,457

$2,837,128,505

Cost

-

Non-controlled

affiliates

(Note

3

f

and

7

)

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

3,026,861

33,756,988

835,203,407

Value

-

Unaffiliated

issuers

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

$188,790,174

$668,453,289

$2,951,328,472

Value

-

Non-controlled

affiliates

(Note

3

f

and

7

)

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

3,026,861

33,756,988

714,283,136

Foreign

currency,

at

value

(cost

$–,

$226,648

and

$90,599,

respectively)

—

226,773

90,104

Receivables:

Investment

securities

sold

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

39,010

1,721,507

4,512,094

Capital

shares

sold

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

146,457

294,711

4,203,898

Dividends

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

917

815,530

665,178

Total

assets

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

192,003,419

705,268,798

3,675,082,882

Liabilities:

Payables:

Investment

securities

purchased

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

—

5,804,928

7,575,821

Capital

shares

redeemed

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

153,751

662,735

9,987,791

Management

fees

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

125,567

283,583

1,722,012

Distribution

fees

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

30,278

142,883

322,137

Transfer

agent

fees

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

46,871

175,385

1,268,252

Professional

fees

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

59,396

72,254

60,980

Trustees'

fees

and

expenses

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

1,344

5,431

26,828

Accrued

expenses

and

other

liabilities

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

7,658

52,794

116,747

Total

liabilities

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

424,865

7,199,993

21,080,568

Net

assets,

at

value

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

$191,578,554

$698,068,805

$3,654,002,314

Net

assets

consist

of:

Paid-in

capital

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

$139,189,788

$654,716,221

$3,517,940,272

Total

distributable

earnings

(losses)

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

52,388,766

43,352,584

136,062,042

Net

assets,

at

value

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

$191,578,554

$698,068,805

$3,654,002,314

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Assets

and

Liabilities

(continued)

October

31,

2023

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

48

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Class

A:

Net

assets,

at

value

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

$139,369,887

$607,753,987

$1,076,436,252

Shares

outstanding

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

5,405,047

20,182,881

22,637,695

Net

asset

value

per

share

a

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

$25.79

$30.11

$47.55

Maximum

offering

price

per

share

(net

asset

value

per

share

÷

94.50%)

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

$27.29

$31.86

$50.32

Class

C:

Net

assets,

at

value

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

$—

$10,359,070

$50,026,829

Shares

outstanding

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

—

364,856

1,267,117

Net

asset

value

and

maximum

offering

price

per

share

a

...........

$—

$28.39

$39.48

Class

R:

Net

assets,

at

value

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

$—

$4,922,295

$102,284,066

Shares

outstanding

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

—

162,704

2,182,976

Net

asset

value

and

maximum

offering

price

per

share

...........

$—

$30.25

$46.86

Class

R6:

Net

assets,

at

value

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

$15,228,463

$31,789,664

$1,225,364,394

Shares

outstanding

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

577,060

1,004,245

24,073,836

Net

asset

value

and

maximum

offering

price

per

share

...........

$26.39

$31.66

$50.90

Advisor

Class:

Net

assets,

at

value

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

$36,980,204

$43,243,789

$1,199,890,773

Shares

outstanding

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

1,413,958

1,361,476

23,536,439

Net

asset

value

and

maximum

offering

price

per

share

...........

$26.15

$31.76

$50.98

a

Redemption

price

is

equal

to

net

asset

value

less

contingent

deferred

sales

charges,

if

applicable.

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Operations

for

the

year

ended

October

31,

2023

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

49

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Investment

income:

Dividends:

(net

of

foreign

taxes

of

$30,948,

$91,647

and

$1,240,478,

respectively)

Unaffiliated

issuers

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

$3,691,569

$15,500,310

$58,571,016

Non-controlled

affiliates

(Note

3

f

and

7

)

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

334,370

1,949,213

12,069,754

Total

investment

income

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

4,025,939

17,449,523

70,640,770

Expenses:

Management

fees

(Note

3

a

)

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

1,685,485

3,800,276

22,268,173

Distribution

fees:

(Note

3c

)

    Class

A

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

369,409

1,714,952

3,089,883

    Class

C

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

—

135,260

624,467

    Class

R

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

—

27,634

590,975

Transfer

agent

fees:

(Note

3e

)

    Class

A

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

192,437

852,694

2,076,533

    Class

C

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

—

16,829

104,866

    Class

R

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

—

6,870

198,587

    Class

R6

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

15,958

18,659

505,721

    Advisor

Class

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

58,583

59,296

2,282,282

Custodian

fees

(Note

4

)

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

2,104

8,490

77,785

Reports

to

shareholders

fees

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

10,058

30,160

173,870

Registration

and

filing

fees

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

49,535

104,370

178,216

Professional

fees

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

133,716

149,473

144,050

Trustees'

fees

and

expenses

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

19,671

57,040

274,140

Other

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

8,787

21,102

95,185

Total

expenses

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

2,545,743

7,003,105

32,684,733

Expense

reductions

(Note

4

)

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

(79)

(341)

(5,633)

Expenses

waived/paid

by

affiliates

(Note

3

f

and

3

g

)

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

(36,537)

(167,710)

(511,298)

Net

expenses

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

2,509,127

6,835,054

32,167,802

Net

investment

income

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

1,516,812

10,614,469

38,472,968

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

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

12,070,267

1,806,410

209,320,297

Non-controlled

affiliates

(Note

3

f

and

7

)

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

—

—

(50,611,707)

Foreign

currency

transactions

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

(1,175)

24,943

61,590

Net

realized

gain

(loss)

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

12,069,092

1,831,353

158,770,180

Net

change

in

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

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

(15,546,751)

(29,359,503)

(310,870,381)

Non-controlled

affiliates

(Note

3

f

and

7

)

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

—

—

(26,668,879)

Translation

of

other

assets

and

liabilities

denominated

in

foreign

currencies

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

—

1,667

4,031

Net

change

in

unrealized

appreciation

(depreciation)

..........

(15,546,751)

(29,357,836)

(337,535,229)

Net

realized

and

unrealized

gain

(loss)

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

(3,477,659)

(27,526,483)

(178,765,049)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

........

$(1,960,847)

$(16,912,014)

$(140,292,081)

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Changes

in

Net

Assets

franklintempleton.com

Annual

Report

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

50

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Year

Ended

October

31,

2023

Year

Ended

October

31,

2022

Year

Ended

October

31,

2023

Year

Ended

October

31,

2022

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

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

$1,516,812

$1,101,782

$10,614,469

$9,268,555

Net

realized

gain

(loss)

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

12,069,092

13,519,892

1,831,353

32,462,404

Net

change

in

unrealized

appreciation

(depreciation)

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

(15,546,751)

(19,159,042)

(29,357,836)

(116,245,965)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

.

(1,960,847)

(4,537,368)

(16,912,014)

(74,515,006)

Distributions

to

shareholders:

Class

A

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

(8,541,841)

(21,286,656)

(29,741,114)

(96,583,319)

Class

C

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

—

—

(544,896)

(2,428,978)

Class

R

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

—

—

(222,649)

(760,276)

Class

R6

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

(1,655,076)

(3,358,927)

(1,629,920)

(4,793,006)

Advisor

Class

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

(2,737,837)

(5,166,227)

(2,058,722)

(6,492,610)

Total

distributions

to

shareholders

.....

(12,934,754)

(29,811,810)

(34,197,301)

(111,058,189)

Capital

share

transactions:

(Note

2

)

Class

A

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

4,202,003

8,510,330

(36,585,914)

59,910,867

Class

C

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

—

—

(4,277,447)

(532,442)

Class

R

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

—

—

(145,538)

305,628

Class

R6

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

(8,300,169)

6,135,424

(2,537,069)

5,072,393

Advisor

Class

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

(4,591,114)

11,699,630

(177,291)

819,051

Total

capital

share

transactions

.......

(8,689,280)

26,345,384

(43,723,259)

65,575,497

Net

increase

(decrease)

in

net

assets

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

(23,584,881)

(8,003,794)

(94,832,574)

(119,997,698)

Net

assets:

Beginning

of

year

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

215,163,435

223,167,229

792,901,379

912,899,077

End

of

year

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

$191,578,554

$215,163,435

$698,068,805

$792,901,379

Franklin

Value

Investors

Trust

Financial

Statements

Statements

of

Changes

in

Net

Assets

(continued)

franklintempleton.com

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Annual

Report

51

Franklin

Small

Cap

Value

Fund

Year

Ended

October

31,

2023

Year

Ended

October

31,

2022

Increase

(decrease)

in

net

assets:

Operations:

Net

investment

income

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

$38,472,968

$27,714,095

Net

realized

gain

(loss)

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

158,770,180

126,095,925

Net

change

in

unrealized

appreciation

(depreciation)

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

(337,535,229)

(503,752,410)

Net

increase

(decrease)

in

net

assets

resulting

from

operations

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

(140,292,081)

(349,942,390)

Distributions

to

shareholders:

Class

A

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

(39,189,566)

(144,535,579)

Class

C

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

(2,197,068)

(9,999,178)

Class

R

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

(3,524,991)

(13,461,304)

Class

R6

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

(41,658,770)

(123,172,938)

Advisor

Class

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

(43,515,807)

(150,020,873)

Total

distributions

to

shareholders

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

(130,086,202)

(441,189,872)

Capital

share

transactions:

(Note

2

)

Class

A

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

(111,212,666)

(45,290,914)

Class

C

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

(14,573,606)

(13,371,033)

Class

R

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

(8,815,609)

(6,656,943)

Class

R6

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

67,158,340

134,520,650

Advisor

Class

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

(119,959,955)

(17,417,388)

Total

capital

share

transactions

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

(187,403,496)

51,784,372

Net

increase

(decrease)

in

net

assets

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

(457,781,779)

(739,347,890)

Net

assets:

Beginning

of

year

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

4,111,784,093

4,851,131,983

End

of

year

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

$3,654,002,314

$4,111,784,093

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

52

franklintempleton.com

Annual

Report

1.

Organization

and

Significant

Accounting

Policies

Franklin

Value

Investors

Trust (Trust)

is

registered

under

the

Investment

Company

Act

of

1940

(1940

Act)

as

an

open-

end

management

investment

company,

consisting

of three

separate

funds

(Funds). The

Funds

follow

the

accounting

and

reporting

guidance

in

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

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

A,

Class

R6

&

Advisor

Class

Franklin

MicroCap

Value

Fund

Class

A,

Class

C,

Class

R,

Class

R6

&

Advisor

Class

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

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

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. 

Investments

in open-end mutual

funds

are

valued

at

the

closing

NAV.

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

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

53

franklintempleton.com

Annual

Report

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

October

31,

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.

c.

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.

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

based

on

its

technical

merits.

As

of

October

31,

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.

d.

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.

Dividend

1.

Organization

and

Significant

Accounting

Policies

(continued)

a.

Financial

Instrument

Valuation 

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

54

franklintempleton.com

Annual

Report

income

is

recorded

on

the

ex-dividend

date

except

for

certain

dividends

from

securities

where

the

dividend

rate

is

not

available.

In

such

cases,

the

dividend

is

recorded

as

soon

as

the

information

is

received

by

the

Funds.

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.

e.

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.

f.

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)

d.

Security

Transactions,

Investment

Income,

Expenses

and

Distributions

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

55

franklintempleton.com

Annual

Report

2.

Shares

of

Beneficial

Interest

At

October

31,

2023,

there

were

an

unlimited

number

of

shares

authorized

(without

par value).

Transactions

in

the

Funds'

shares

were

as

follows:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Shares

Amount

Shares

Amount

Class

A

Class

A

Shares:

Year

ended

October

31,

2023

Shares

sold

a

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

1,035,751

$27,659,059

2,557,243

$82,248,404

Shares

issued

in

reinvestment

of

distributions

..........

316,722

8,336,842

880,190

28,029,634

Shares

redeemed

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

(1,196,201)

(31,793,898)

(4,569,748)

(146,863,952)

Net

increase

(decrease)

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

156,272

$4,202,003

(1,132,315)

$(36,585,914)

Year

ended

October

31,

2022

Shares

sold

a

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

719,382

$19,904,740

3,833,315

$132,100,439

Shares

issued

in

reinvestment

of

distributions

..........

759,014

20,759,034

2,574,503

89,386,752

Shares

redeemed

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

(1,178,090)

(32,153,444)

(4,754,830)

(161,576,324)

Net

increase

(decrease)

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

300,306

$8,510,330

1,652,988

$59,910,867

Class

C

Class

C

Shares:

Year

ended

October

31,

2023

Shares

sold

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

—

$—

92,322

$2,772,546

Shares

issued

in

reinvestment

of

distributions

..........

—

—

18,066

543,938

Shares

redeemed

a

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

—

—

(250,836)

(7,593,931)

Net

increase

(decrease)

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

—

$—

(140,448)

$(4,277,447)

Year

ended

October

31,

2022

Shares

sold

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

—

$—

137,768

$4,615,640

Shares

issued

in

reinvestment

of

distributions

..........

—

—

73,166

2,413,008

Shares

redeemed

a

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

—

—

(233,366)

(7,561,090)

Net

increase

(decrease)

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

—

$—

(22,432)

$(532,442)

Class

R

Class

R

Shares:

Year

ended

October

31,

2023

Shares

sold

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

—

$—

28,352

$916,376

Shares

issued

in

reinvestment

of

distributions

..........

—

—

6,950

222,649

Shares

redeemed

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

—

—

(39,524)

(1,284,563)

Net

increase

(decrease)

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

—

$—

(4,222)

$(145,538)

Year

ended

October

31,

2022

Shares

sold

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

—

$—

19,913

$686,271

Shares

issued

in

reinvestment

of

distributions

..........

—

—

21,753

760,276

Shares

redeemed

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

—

—

(32,449)

(1,140,919)

Net

increase

(decrease)

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

—

$—

9,217

$305,628

Class

R6

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

56

franklintempleton.com

Annual

Report

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Shares

Amount

Shares

Amount

Class

R6

Shares:

Year

ended

October

31,

2023

Shares

sold

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

738,670

$20,542,994

170,034

$5,757,995

Shares

issued

in

reinvestment

of

distributions

..........

16,894

455,015

48,606

1,623,689

Shares

redeemed

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

(1,085,732)

(29,298,178)

(291,065)

(9,918,753)

Net

increase

(decrease)

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

(330,168)

$(8,300,169)

(72,425)

$(2,537,069)

Year

ended

October

31,

2022

Shares

sold

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

443,820

$12,691,780

242,203

$8,742,484

Shares

issued

in

reinvestment

of

distributions

..........

19,499

543,425

131,944

4,792,208

Shares

redeemed

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

(252,888)

(7,099,781)

(234,577)

(8,462,299)

Net

increase

(decrease)

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

210,431

$6,135,424

139,570

$5,072,393

Advisor

Class

Advisor

Class

Shares:

Year

ended

October

31,

2023

Shares

sold

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

552,788

$15,298,860

231,598

$7,993,826

Shares

issued

in

reinvestment

of

distributions

..........

100,780

2,690,820

60,145

2,016,897

Shares

redeemed

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

(845,417)

(22,580,794)

(300,970)

(10,188,014)

Net

increase

(decrease)

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

(191,849)

$(4,591,114)

(9,227)

$(177,291)

Year

ended

October

31,

2022

Shares

sold

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

569,364

$15,566,231

340,359

$12,456,001

Shares

issued

in

reinvestment

of

distributions

..........

183,267

5,069,161

174,964

6,379,178

Shares

redeemed

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

(325,010)

(8,935,762)

(495,504)

(18,016,128)

Net

increase

(decrease)

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

427,621

$11,699,630

19,819

$819,051

Franklin

Small

Cap

Value

Fund

Shares

Amount

Class

A

Class

A

Shares:

Year

ended

October

31,

2023

Shares

sold

a

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

1,910,538

$96,806,978

Shares

issued

in

reinvestment

of

distributions

..........

753,095

37,409,030

Shares

redeemed

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

(4,818,249)

(245,428,674)

Net

increase

(decrease)

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

(2,154,616)

$(111,212,666)

Year

ended

October

31,

2022

Shares

sold

a

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

1,893,858

$102,272,555

Shares

issued

in

reinvestment

of

distributions

..........

2,484,880

137,836,298

Shares

redeemed

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

(5,348,480)

(285,399,767)

Net

increase

(decrease)

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

(969,742)

$(45,290,914)

Class

C

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

57

franklintempleton.com

Annual

Report

Franklin

Small

Cap

Value

Fund

Shares

Amount

Class

C

Shares:

Year

ended

October

31,

2023

Shares

sold

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

186,548

$7,856,284

Shares

issued

in

reinvestment

of

distributions

..........

50,791

2,103,768

Shares

redeemed

a

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

(578,539)

(24,533,658)

Net

increase

(decrease)

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

(341,200)

$(14,573,606)

Year

ended

October

31,

2022

Shares

sold

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

117,738

$5,358,331

Shares

issued

in

reinvestment

of

distributions

..........

202,027

9,450,847

Shares

redeemed

a

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

(625,299)

(28,180,211)

Net

increase

(decrease)

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

(305,534)

$(13,371,033)

Class

R

Class

R

Shares:

Year

ended

October

31,

2023

Shares

sold

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

420,223

$21,360,196

Shares

issued

in

reinvestment

of

distributions

..........

71,808

3,518,304

Shares

redeemed

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

(668,686)

(33,694,109)

Net

increase

(decrease)

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

(176,655)

$(8,815,609)

Year

ended

October

31,

2022

Shares

sold

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

377,026

$20,099,136

Shares

issued

in

reinvestment

of

distributions

..........

244,996

13,425,803

Shares

redeemed

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

(749,330)

(40,181,882)

Net

increase

(decrease)

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

(127,308)

$(6,656,943)

Class

R6

Class

R6

Shares:

Year

ended

October

31,

2023

Shares

sold

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

6,931,820

$378,123,120

Shares

issued

in

reinvestment

of

distributions

..........

703,602

37,332,152

Shares

redeemed

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

(6,391,812)

(348,296,932)

Net

increase

(decrease)

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

1,243,610

$67,158,340

Year

ended

October

31,

2022

Shares

sold

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

6,319,464

$362,704,237

Shares

issued

in

reinvestment

of

distributions

..........

1,849,348

109,222,521

Shares

redeemed

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

(5,875,630)

(337,406,108)

Net

increase

(decrease)

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

2,293,182

$134,520,650

Advisor

Class

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

58

franklintempleton.com

Annual

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

MicroCap

Value

Fund

pays an

investment

management

fee,

calculated

daily

and

paid

monthly,

to

Franklin

Mutual

of

0.75%

per

year

of

the

average

daily net

assets

of

the

Fund.

Franklin

Mutual

U.S.

Mid

Cap

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:

Franklin

Small

Cap

Value

Fund

Shares

Amount

Advisor

Class

Shares:

Year

ended

October

31,

2023

Shares

sold

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

4,515,231

$247,071,979

Shares

issued

in

reinvestment

of

distributions

..........

725,949

38,607,884

Shares

redeemed

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

(7,391,567)

(405,639,818)

Net

increase

(decrease)

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

(2,150,387)

$(119,959,955)

Year

ended

October

31,

2022

Shares

sold

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

8,113,577

$446,920,937

Shares

issued

in

reinvestment

of

distributions

..........

2,115,030

125,230,902

Shares

redeemed

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

(10,447,907)

(589,569,227)

Net

increase

(decrease)

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

(219,300)

$(17,417,388)

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

0.625%

Up

to

and

including

$100

million

0.500%

Over

$100

million,

up

to

and

including

$250

million

0.450%

Over

$250

million,

up

to

and

including

$7.5

billion

0.440%

Over

$7.5

billion,

up

to

and

including

$10

billion

0.430%

Over

$10

billion,

up

to

and

including

$12.5

billion

0.420%

Over

$12.5

billion,

up

to

and

including

$15

billion

0.400%

In

excess

of

$15

billion

2.

Shares

of

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

59

franklintempleton.com

Annual

Report

Franklin

Small

Cap

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:

For

the

year

ended

October

31,

2023,

each

Fund's

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

each

of 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

R6

and

Advisor

Class

shares,

pursuant

to

Rule

12b-1

under

the

1940

Act.

Under

the

Funds'

Class

A

reimbursement

distribution

plans,

the

Funds

reimburse

Distributors

for

costs

incurred

in

connection

with

the

servicing,

sale

and

distribution

of each

Fund's

shares

up

to

the

maximum

annual

plan

rate.

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:

For

Franklin

Small

Cap

Value

Fund,

the

Board

has

set

the

current

rate

at

0.25%

per

year

for

Class

A

shares

until

further

notice

and

approval

by

the

Board.

Annualized

Fee

Rate

Net

Assets

0.750%

Up

to

and

including

$500

million

0.625%

Over

$500

million,

up

to

and

including

$1

billion

0.500%

Over

$1

billion,

up

to

and

including

$5

billion

0.490%

In

excess

of

$5

billion

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Gross

effective

investment

management

fee

rate

........

0.750%

0.482%

0.546%

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Class

A

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

0.25%

0.25%

0.35%

Class

C

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

—%

1.00%

1.00%

Class

R

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

—%

0.50%

0.50%

3.

Transactions

with

Affiliates

(continued)

a.

Management

Fees

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

60

franklintempleton.com

Annual

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

year:

e.

Transfer

Agent

Fees

Each

class

of

shares

pays

transfer

agent

fees,

calculated

monthly

and

paid

monthly,

to

Investor

Services

for

its

performance

of

shareholder

servicing

obligations.

Effective

October

1,

2023,

the

fees

are

based

on

a

fixed

margin

earned

by

Investor

Services

and

are

allocated

to

the

Funds

based

upon

relative

assets

and

relative

transactions.

Prior

to

October

1,

2023,

the

fees

were

based

on

an

annualized

asset

based

fee

of

0.016%

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

paid

to

third

parties

are

accrued

and

allocated

daily

based

upon

their

relative

proportion

of

such

classes'

aggregate

net

assets.

Class

R6

pays

Investor

Services

transfer

agent

fees

allocated

specifically

to

that

class

based

upon

its

relative

assets

and

relative

transactions.

For

the

year ended

October

31,

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

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

year

ended

October

31,

2023,

investments

in

affiliated

management

investment

companies

were

as

follows:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Sales

charges

retained

net

of

commissions

paid

to

unaffiliated

brokers/dealers

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

$33,332

$38,578

$30,704

CDSC

retained

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

$234

$6,646

$3,066

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Transfer

agent

fees

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

$115,482

$361,221

$1,774,011

3.

Transactions

with

Affiliates

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

61

franklintempleton.com

Annual

Report

g.

Waiver

and

Expense

Reimbursements

Transfer

agent

fees

on

Class

R6

shares

of

the

Funds

have

been

capped

so

that

transfer

agent

fees

for

that

class

do

not

exceed

0.03%

based

on

the

average

net

assets

of

the

class

until

February

29,

2024.

4.

Expense

Offset

Arrangement

The Funds

have

previously

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

year

ended

October

31,

2023,

the

custodian

fees

were

reduced

as

noted

in

the

Statements

of

Operations. For

Franklin

MicroCap

Value

Fund

and

Franklin

Small

Cap

Value

Fund,

effective

July

10,

2023,

earned

credits,

if

any,

will

be

recognized

as

income.

For

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund,

effective

September

21,

2023,

earned

credits,

if

any,

will

be

recognized

as

income.

    aa

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares

Held

at

End

of

Year

Investment

Income

a      

a  

a  

a  

a  

a  

a  

a  

Franklin

MicroCap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

5.035%

$20,193,831

$68,365,185

$(85,532,155)

$—

$—

$3,026,861

3,026,861

$334,370

Total

Affiliated

Securities

...

$20,193,831

$68,365,185

$(85,532,155)

$—

$—

$3,026,861

$334,370

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

5.035%

$30,561,198

$253,590,443

$(250,394,653)

$—

$—

$33,756,988

33,756,988

$1,949,213

Total

Affiliated

Securities

...

$30,561,198

$253,590,443

$(250,394,653)

$—

$—

$33,756,988

$1,949,213

Franklin

Small

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

-

Money

Market

Portfolio,

5.035%

$139,833,283

$1,071,737,995

$(1,134,973,435)

$—

$—

$76,597,843

76,597,843

$4,695,031

Total

Affiliated

Securities

...

$139,833,283

$1,071,737,995

$(1,134,973,435)

$—

$—

$76,597,843

$4,695,031

3.

Transactions

with

Affiliates

(continued)

f.

Investments

in

Affiliated

Management

Investment

Companies

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

62

franklintempleton.com

Annual

Report

5.

Income

Taxes

The

tax

character

of

distributions

paid

during

the

years

ended

October

31,

2023

and

2022,

was

as

follows:

At

October

31,

2023,

the

cost

of

investments,

net

unrealized

appreciation

(depreciation),

undistributed

ordinary

income

and

undistributed

long

term

capital

gains 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

wash

sales.

The

Funds

utilized

a

tax

accounting

practice

to

treat

a

portion

of

the

proceeds

from

capital

shares

redeemed

as

a

distribution

from

net

investment

income

and

realized

capital

gains.

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

2023

2022

2023

2022

Distributions

paid

from:

Ordinary

income

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

$1,287,244

$3,689,425

$8,227,494

$10,073,617

Long

term

capital

gain

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

11,647,510

26,122,385

25,969,807

100,984,572

$12,934,754

$29,811,810

$34,197,301

$111,058,189

Franklin

Small

Cap

Value

Fund

2023

2022

Distributions

paid

from:

Ordinary

income

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

$23,113,823

$235,196,624

Long

term

capital

gain

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

106,972,379

205,993,248

$130,086,202

$441,189,872

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

a

a

a

a

Cost

of

investments

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

$150,342,908

$674,610,239

$3,700,838,074

Unrealized

appreciation

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

$54,913,523

$79,655,244

$419,286,012

Unrealized

depreciation

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

(13,439,396)

(52,055,206)

(454,512,478)

Net

unrealized

appreciation

(depreciation)

.......

$41,474,127

$27,600,038

$(35,226,466)

Distributable

earnings:

Undistributed

ordinary

income

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

$1,501,584

$7,330,271

$90,465,370

Undistributed

long

term

capital

gains

...........

$9,413,056

$8,420,848

$80,839,631

Total

distributable

earnings

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

$10,914,640

$15,751,119

$171,305,001

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

63

franklintempleton.com

Annual

Report

6.

Investment

Transactions

Purchases

and

sales

of

investments

(excluding

short

term

securities)

for

the

year

ended

October

31,

2023,

were

as

follows:

7.

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

year

ended

October

31,

2023,

investments

in

“affiliated

companies”

were

as

follows:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Purchases

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

$70,284,308

$480,221,740

$2,734,283,260

Sales

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

$73,886,882

$542,183,116

$2,956,364,336

Value

at

Beginning

of

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

in

Unrealized

Appreciation

(Depreciation)

Value

at

End

of

Year

Number

of

Shares

Held

at

End

of

Year

Investment

Income

Franklin

Small

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

ACI

Worldwide

Inc

....

$

111,134,720

$

46,340,761

$

(14,446,936)

$

(9,731,480)

$

(14,691,640)

$

118,605,425

5,822,554

$

—

Benchmark

Electronics,

Inc.

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

72,807,149

—

(25,155,315)

(2,830,676)

—

a

—

a

—

a

618,438

Brinker

International,

Inc.

81,893,483

13,066,065

(80,939,173)

168,288

—

a

—

a

—

a

—

Camden

National

Corp

.

28,416,993

4,811,115

—

—

(10,398,482)

22,829,626

782,909

1,217,449

Children's

Place

Inc.

(The)

35,834,110

—

—

—

(11,605,365)

24,228,745

885,230

—

Clearfield

Inc

........

—

46,409,235

—

—

(20,945,801)

25,463,434

1,060,093

—

Columbus

McKinnon

Corp.

8,604,142

47,017,181

—

—

(4,765,132)

50,856,191

1,663,598

303,973

Denny's

Corp.

.......

42,995,424

—

(45,468,218)

(1,339,408)

3,812,202

—

b

—

—

Elementis

plc

.......

33,707,697

10,432,994

—

—

13,242,658

57,383,349

39,868,704

—

Great

Lakes

Dredge

&

Dock

Corp.

.......

29,489,239

—

(25,069,840)

(31,690,386)

27,270,987

—

b

—

—

Green

Plains,

Inc.

....

84,898,985

35,402,437

(33,713,167)

(5,265,039)

—

a

—

a

—

a

—

Horace

Mann

Educators

Corp

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

72,681,098

21,023,597

(4,041,598)

(600,603)

(11,215,192)

77,847,302

2,453,429

2,418,805

Hunting

plc

.........

28,146,395

—

(25,776,233)

(11,527,043)

9,156,881

—

b

—

285,736

Knowles

Corp

.......

62,531,590

29,252,905

(13,240,128)

(2,749,336)

(4,180,498)

71,614,533

5,513,051

—

McGrath

RentCorp

....

132,308,599

38,776,880

(47,485,456)

8,508,856

2,995,714

135,104,593

1,342,988

2,214,270

NetScout

Systems,

Inc.

.

129,284,413

11,155,490

(117,169,248)

6,445,120

—

—

b

—

—

Senior

plc

..........

—

59,097,306

—

—

(5,345,211)

53,752,095

28,282,051

316,052

Total

Affiliated

Securities

(Value

is

17.5%

of

Net

Assets)

..........

$954,734,037

$362,785,966

$(432,505,312)

$(50,611,707)

$(26,668,879)

$637,685,293

$7,374,723

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

64

franklintempleton.com

Annual

Report

8.

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.

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

year ended

October

31,

2023,

the

Funds

did

not

use

the

Global

Credit

Facility.

9.

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

October

31,

2023,

in

valuing

the

Funds'

assets carried

at

fair

value,

is

as

follows:

a

As

of

October

31,

2023,

no

longer

an

affiliate.

b

As

of

October

31,

2023,

no

longer

held

by

the

fund.

Level

1

Level

2

Level

3

Total

Franklin

MicroCap

Value

Fund

Assets:

Investments

in

Securities:

a

Common

Stocks

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

$

188,790,174

$

—

$

—

$

188,790,174

Short

Term

Investments

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

3,026,861

—

—

3,026,861

Total

Investments

in

Securities

...........

$191,817,035

$—

$—

$191,817,035

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

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

21,411,580

20,168,525

—

41,580,105

Automobile

Components

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

11,703,574

8,184,063

—

19,887,637

Banks

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

28,200,424

—

—

28,200,424

Broadline

Retail

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

11,884,062

—

—

11,884,062

Building

Products

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

15,411,643

—

—

15,411,643

Chemicals

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

34,115,705

—

—

34,115,705

7.

Holdings

of

5%

Voting

Securities

of

Portfolio

Companies

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

65

franklintempleton.com

Annual

Report

Level

1

Level

2

Level

3

Total

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Commercial

Services

&

Supplies

...........

$

11,759,627

$

—

$

—

$

11,759,627

Construction

&

Engineering

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

14,789,154

—

—

14,789,154

Consumer

Finance

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

11,146,559

—

—

11,146,559

Containers

&

Packaging

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

11,501,593

—

—

11,501,593

Electric

Utilities

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

44,938,908

—

—

44,938,908

Electrical

Equipment

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

9,384,348

—

—

9,384,348

Electronic

Equipment,

Instruments

&

Components

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

13,998,059

—

—

13,998,059

Energy

Equipment

&

Services

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

31,503,736

—

—

31,503,736

Financial

Services

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

34,775,863

—

—

34,775,863

Food

Products

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

12,364,598

—

—

12,364,598

Health

Care

Equipment

&

Supplies

.........

16,569,481

—

—

16,569,481

Health

Care

Providers

&

Services

..........

19,259,286

6,668,286

—

25,927,572

Household

Durables

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

12,677,292

—

—

12,677,292

Independent

Power

and

Renewable

Electricity

Producers

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

13,812,523

—

—

13,812,523

Insurance

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

31,356,928

—

—

31,356,928

Interactive

Media

&

Services

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

6,810,906

—

—

6,810,906

Life

Sciences

Tools

&

Services

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

4,708,114

—

—

4,708,114

Machinery

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

13,574,781

—

—

13,574,781

Media

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

12,412,607

—

—

12,412,607

Metals

&

Mining

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

4,915,137

—

—

4,915,137

Oil,

Gas

&

Consumable

Fuels

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

19,206,391

—

—

19,206,391

Personal

Care

Products

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

13,845,319

—

—

13,845,319

Pharmaceuticals

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

—

9,944,135

—

9,944,135

Professional

Services

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

37,094,036

—

—

37,094,036

Real

Estate

Management

&

Development

....

23,750,185

—

—

23,750,185

Retail

REITs

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

16,572,707

—

—

16,572,707

Semiconductors

&

Semiconductor

Equipment

.

8,341,337

—

—

8,341,337

Software

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

10,713,063

—

—

10,713,063

Specialized

REITs

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

10,303,193

—

—

10,303,193

Specialty

Retail

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

8,554,610

—

—

8,554,610

Trading

Companies

&

Distributors

..........

20,120,951

—

—

20,120,951

Short

Term

Investments

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

33,756,988

—

—

33,756,988

Total

Investments

in

Securities

...........

$657,245,268

$44,965,009

b

$—

$702,210,277

Franklin

Small

Cap

Value

Fund

Assets:

Investments

in

Securities:

Common

Stocks

:

Aerospace

&

Defense

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

114,724,435

36,027,406

—

150,751,841

Automobile

Components

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

148,626,332

—

—

148,626,332

Banks

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

501,790,961

—

—

501,790,961

Building

Products

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

183,778,809

—

—

183,778,809

Capital

Markets

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

30,375,140

—

—

30,375,140

Chemicals

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

113,610,652

57,383,349

—

170,994,001

Commercial

Services

&

Supplies

...........

29,163,120

—

—

29,163,120

Communications

Equipment

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

25,463,434

—

—

25,463,434

Construction

&

Engineering

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

112,208,291

—

—

112,208,291

Construction

Materials

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

3,970,602

—

—

3,970,602

Consumer

Finance

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

1,653,749

—

—

1,653,749

Diversified

REITs

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

40,427,792

—

—

40,427,792

Electric

Utilities

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

30,257,761

—

—

30,257,761

Electrical

Equipment

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

49,629,065

—

—

49,629,065

9.

Fair

Value

Measurements

(continued)

Franklin

Value

Investors

Trust

Notes

to

Financial

Statements

66

franklintempleton.com

Annual

Report

10.

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.

Abbreviations

Level

1

Level

2

Level

3

Total

Franklin

Small

Cap

Value

Fund

(continued)

Assets:

(continued)

Investments

in

Securities:

Common

Stocks:

Electronic

Equipment,

Instruments

&

Components

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

$

121,699,222

$

—

$

—

$

121,699,222

Energy

Equipment

&

Services

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

76,592,564

—

—

76,592,564

Food

Products

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

158,117,233

—

—

158,117,233

Health

Care

Equipment

&

Supplies

.........

103,961,414

—

—

103,961,414

Hotel

&

Resort

REITs

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

49,139,842

—

—

49,139,842

Hotels,

Restaurants

&

Leisure

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

163,225,755

—

—

163,225,755

Household

Durables

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

38,227,562

—

—

38,227,562

Industrial

REITs

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

9,776,281

—

—

9,776,281

Insurance

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

252,542,394

—

—

252,542,394

Leisure

Products

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

134,758,276

—

—

134,758,276

Machinery

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

116,002,876

—

—

116,002,876

Metals

&

Mining

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

37,604,740

—

—

37,604,740

Multi-Utilities

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

11,367,569

—

—

11,367,569

Office

REITs

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

37,152,807

—

—

37,152,807

Oil,

Gas

&

Consumable

Fuels

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

218,452,390

—

—

218,452,390

Paper

&

Forest

Products

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

36,294,446

—

—

36,294,446

Professional

Services

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

41,787,236

—

—

41,787,236

Real

Estate

Management

&

Development

....

19,180,503

—

—

19,180,503

Semiconductors

&

Semiconductor

Equipment

.

99,757,156

—

—

99,757,156

Software

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

118,605,425

—

—

118,605,425

Specialty

Retail

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

30,322,262

—

—

30,322,262

Textiles,

Apparel

&

Luxury

Goods

..........

28,557,440

19,735,809

—

48,293,249

Trading

Companies

&

Distributors

..........

187,061,665

—

—

187,061,665

Short

Term

Investments

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

76,597,843

—

—

76,597,843

Total

Investments

in

Securities

...........

$3,552,465,044

$113,146,564

c

$—

$3,665,611,608

a

For

detailed

categories,

see

the

accompanying

Schedule

of

Investments.

b

Includes

foreign

securities

valued

at

$44,965,009,

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

$113,146,564,

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.

Selected

Portfolio

REIT

Real

Estate

Investment

Trust

9.

Fair

Value

Measurements

(continued)

Franklin

Value

Investors

Trust

Report

of

Independent

Registered

Public

Accounting

Firm

67

franklintempleton.com

Annual

Report

To

the

Board

of

Trustees

of

Franklin

Value

Investors

Trust

and

Shareholders

of

Franklin

MicroCap

Value

Fund,

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund,

and

Franklin

Small

Cap

Value

Fund:

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statements

of

assets

and

liabilities

of

Franklin

Value

Investors

Trust

(the

“Trust”)

(comprising

Franklin

MicroCap

Value

Fund,

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund,

and

Franklin

Small

Cap

Value

Fund

(collectively

referred

to

as

the

“Funds”)),

including

the

schedules

of

investments,

as

of

October

31,

2023,

and

the

related

statements

of

operations

for

the

year

then

ended,

the

statements

of

changes

in

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

the

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended,

and

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

each

of

the

Funds

comprising

Franklin

Value

Investors

Trust

at

October

31,

2023,

the

results

of

their

operations

for

the

year

then

ended,

changes

in

their

net

assets

for

each

of

the

two

years

in

the

period

then

ended,

and

their

financial

highlights

for

each

of

the

five

years

in

the

period

then

ended,

in

conformity

with

U.S.

generally

accepted

accounting

principles.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Trust’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Funds’

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

("PCAOB")

and

are

required

to

be

independent

with

respect

to

the

Trust

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

The

Trust

is

not

required

to

have,

nor

were

we

engaged

to

perform,

an

audit

of

the

Trust’s

internal

control

over

financial

reporting.

As

part

of

our

audits,

we

are

required

to

obtain

an

understanding

of

internal

control

over

financial

reporting,

but

not

for

the

purpose

of

expressing

an

opinion

on

the

effectiveness

of

the

Trust’s

internal

control

over

financial

reporting.

Accordingly,

we

express

no

such

opinion.

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

October

31,

2023,

by

correspondence

with

the

custodian,

brokers

and

others;

when

replies

were

not

received

from

brokers

and

others,

we

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

We

have

served

as

the

auditor

of

one

or

more

Franklin

investment

companies

since

1987.

Boston,

Massachusetts

December

15,

2023

Franklin

Value

Investors

Trust

Tax

Information

(unaudited)

68

franklintempleton.com

Annual

Report

By

mid-February,

tax

information

related

to

a

shareholder's

proportionate

share

of

distributions

paid

during

the

preceding

calendar

year

will

be

received,

if

applicable.

Please

also

refer

to

www.franklintempleton.com

for

per

share

tax

information

related

to

any

distributions

paid

during

the

preceding

calendar

year.

Shareholders

are

advised

to

consult

with

their

tax

advisors

for

further

information

on

the

treatment

of

these

amounts

on

their

tax

returns.

The

following

tax

information

for

the

Funds

is

required

to

be

furnished

to

shareholders

with

respect

to

income

earned

and

distributions

paid

during

its

fiscal

year.

The

Funds

hereby

report

the

following

amounts,

or

if

subsequently

determined

to

be

different,

the

maximum

allowable

amounts,

for

the

fiscal

year

ended

October

31,

2023:

Pursuant

to:

Franklin

MicroCap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Long-Term

Capital

Gain

Dividends

Distributed

§852(b)(3)(C)

$14,546,675

$26,196,551

$115,049,273

Income

Eligible

for

Dividends

Received

Deduction

(DRD)

§854(b)(1)(A)

$3,035,485

$12,141,564

$45,651,287

Qualified

Dividend

Income

Earned

(QDI)

§854(b)(1)(B)

$3,241,805

$14,552,337

$60,705,584

Short-Term

Capital

Gain

Dividends

Distributed

§871(k)(2)(C)

$373,536

—

$6,974,599

Franklin

Value

Investors

Trust

Board

Members

and

Officers

69

franklintempleton.com

Annual

Report

The

name,

year

of

birth

and

address

of

the

officers

and

board

members,

as

well

as

their

affiliations,

positions

held

with

the

Trust,

principal

occupations

during

at

least

the

past

five

years

and

number

of

U.S.

registered

portfolios

overseen

in

the

Franklin

Templeton/Legg

Mason

fund

complex,

are

shown

below.

Generally,

each

board

member

serves

until

that

person’s

successor

is

elected

and

qualified.

Independent

Board

Members

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Edward

I.

Altman,

Ph.D.

(1941)

Trustee

Since

2015

10

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Max

L.

Heine

Professor

of

Finance,

Emeritus

and

Director

of

The

Credit

and

Debt

Markets

Research

Program,

Salomon

Center,

Stern

School

of

Business,

New

York

University;

editor

and

author

of

numerous

financial

publications;

financial

consultant;

an

adviser

to

numerous

financial

and

publishing

organizations;

and

formerly

,

Vice

Director,

Salomon

Center,

Stern

School

of

Business,

New

York

University.

Ann

Torre

Bates

(1958)

Trustee

and

Chairperson

Chairperson

of

the

Board

since

2020

and

Trustee

since

2015

29

Ares

Strategic

Income

Fund

(closed-end

investment

company)

(September

2022-present);

Ares

Capital

Corporation

(specialty

finance

company)

(2010-present),

United

Natural

Foods,

Inc.

(distributor

of

natural,

organic

and

specialty

foods)

(2013-present);

and

formerly

,

Navient

Corporation

(loan

management,

servicing

and

asset

recovery)

(2014-2016).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

and

formerly

,

Executive

Vice

President

and

Chief

Financial

Officer,

NHP

Incorporated

(manager

of

multifamily

housing)

(1995-1997);

and

Vice

President

and

Treasurer,

US

Airways,

Inc.

(until

1995).

Jan

Hopkins

Trachtman

(1947)

Trustee

Since

2015

10

FTAC

Parnassus

Acquisition

Corp.

(special

purpose

fintech

acquisition

company)

(2021-

2023);

FTAC

Olympus

Acquisition

Corp.

(special

purpose

fintech

acquisition

company)

(2020-2022)

and

FinTech

Acquisition

Corp.

III

(special

purpose

fintech

acquisition

company)

(2018-2021).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

President

and

Founder,

The

Jan

Hopkins

Group

(communications

consulting

firm);

serves

on

Alumni

Advisory

Board

of

Knight

Bagehot

Fellowship;

and

formerly

,

President,

Economic

Club

of

New

York

(2007-2015);

Anchor/Correspondent,

CNN

Financial

News

(until

2003);

Managing

Director

and

Head

of

Client

Communications,

Citigroup

Private

Bank

(until

2005);

Off-Air

Reporter,

ABC

News'

World

News

Tonight;

and

Editor,

CBS

Network

News.

Keith

E.

Mitchell

(1954)

Trustee

Since

2015

10

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

boards

of

asset

management

firms;

and

formerly

,

Managing

Member,

Mitchell,

Hartley

&

Bechtel

Advisers,

LLC

(

formerly

,

Mitchell

Advisers,

LLC)

(advisory

firm)

(2003-2015)

and

Managing

Director,

Putman

Lovell

NBF.

Franklin

Value

Investors

Trust

70

franklintempleton.com

Annual

Report

Interested

Board

Members

and

Officers

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

David

W.

Niemiec

(1949)

Trustee

Since

2011

29

Hess

Midstream

LP

(oil

and

gas

midstream

infrastructure)

(2017-present).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Advisor,

Saratoga

Partners

(private

equity

fund);

and

formerly

,

Managing

Director,

Saratoga

Partners

(1998-2001)

and

SBC

Warburg

Dillon

Read

(investment

banking)

(1997-1998);

Vice

Chairman,

Dillon,

Read

&

Co.

Inc.

(investment

banking)

(1991-1997);

and

Chief

Financial

Officer,

Dillon,

Read

&

Co.

Inc.

(1982-1997).

Gregory

H.

Williams

(1943)

Trustee

Since

2008

10

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Private

investor;

Consultant;

and

formerly

,

President,

University

of

Cincinnati

(2009-2012);

President,

The

City

College

of

New

York

(2001-

2009);

Dean,

College

of

Law,

Ohio

State

University

(1993-2001);

and

Associate

Vice

President,

Academic

Affairs

and

Professor

of

Law,

University

of

Iowa

(1977-1993).

Valerie

M.

Williams

(1956)

Trustee

Since

January

2023

109

Omnicom

Group,

Inc.

(advertising

and

marketing

communications

services)

(2016-present),

DTE

Energy

Co.

(gas

and

electric

utility)

(2018-present),

Devon

Energy

Corporation

(exploration

and

production

of

oil

and

gas)

(2021-present);

and

formerly

,

WPX

Energy,

Inc.

(exploration

and

production

of

oil

and

gas)

(2018-

2021).

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

of

various

companies;

and

formerly

,

Regional

Assurance

Managing

Partner,

Ernst

&

Young

LLP

(public

accounting)

(2005-2016)

and

various

roles

of

increasing

responsibility

at

Ernst

&

Young

(1981-2005).

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Gregory

E.

Johnson

2

(1961)

Trustee

Since

2015

128

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Executive

Chairman,

Chairman

of

the

Board

and

Director,

Franklin

Resources,

Inc.;

officer

and/or

director

or

trustee,

as

the

case

may

be,

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

Vice

Chairman,

Investment

Company

Institute;

and

formerly

,

Chief

Executive

Officer

(2013-2020)

and

President

(1994-2015)

Franklin

Resources,

Inc.

Jennifer

M.

Johnson

3

(1964)

Trustee

Since

2015

73

None

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Chief

Executive

Officer,

President

and

Director,

Franklin

Resources,

Inc.;

officer

and/or

director

or

trustee,

as

the

case

may

be,

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

and

formerly

,

Chief

Operating

Officer

and

Executive

Vice

President,

Franklin

Resources,

Inc.

(1994-2015);

Executive

Vice

President

of

Operations

and

Technology,

Franklin

Resources,

Inc.

(2005-2010);

and

Senior

Vice

President,

Franklin

Resources,

Inc.

(2003-2005).

Independent

Board

Members

(continued)

Franklin

Value

Investors

Trust

71

franklintempleton.com

Annual

Report

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Ted

P.

Becker

(1951)

Chief

Compliance

Officer

Since

June

2023

Not

Applicable

Not

Applicable

280

Park

Avenue

New

York,

NY

10017

Principal

Occupation

During

at

Least

the

Past

5

Years:

Vice

President,

Global

Compliance

of

Franklin

Templeton

(since

2020);

Chief

Compliance

Officer

of

Franklin

Templeton

Fund

Adviser,

LLC

(since

2006);

Chief

Compliance

Officer

of

certain

funds

associated

with

Legg

Mason

&

Co.

or

its

affiliates

(since

2006);

formerly

,

Director

of

Global

Compliance

at

Legg

Mason

(2006

to

2020);

Managing

Director

of

Compliance

of

Legg

Mason

&

Co.

(2005

to

2020).

Christian

K.

Correa

(1973)

President

and

Chief

Executive

Officer

–

Investment

Management

Since

2021

Not

Applicable

Not

Applicable

c/o

Franklin

Mutual

Advisers,

LLC

101

John

F.

Kennedy

Parkway

Short

Hills,

NJ

07078-2716

Principal

Occupation

During

at

Least

the

Past

5

Years:

President,

Franklin

Mutual

Advisers,

LLC;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Matthew

T.

Hinkle

(1971)

Chief

Executive

Officer

–

Finance

and

Administration

Since

2017

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Vice

President,

Franklin

Templeton

Services,

LLC;

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

and

formerly

,

Vice

President,

Global

Tax

(2012-April

2017)

and

Treasurer/Assistant

Treasurer,

Franklin

Templeton

(2009-2017).

Rupert

H.

Johnson,

Jr.

(1940)

Vice

President

Since

1989

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Director

(Vice

Chairman),

Franklin

Resources,

Inc.;

Director,

Franklin

Advisers,

Inc.;

and

officer

and/or

director

or

trustee,

as

the

case

may

be,

of

some

of

the

other

subsidiaries

of

Franklin

Resources,

Inc.

and

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Susan

Kerr

(1949)

Vice

President

–

AML

Compliance

Since

2021

Not

Applicable

Not

Applicable

280

Park

Avenue

New

York,

NY

10017

Principal

Occupation

During

at

Least

the

Past

5

Years:

Senior

Compliance

Analyst,

Franklin

Templeton;

Chief

Anti-Money

Laundering

Compliance

Officer,

Legg

Mason

&

Co.,

or

its

affiliates;

Anti

Money

Laundering

Compliance

Officer;

Senior

Compliance

Officer,

LMIS;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Christopher

Kings

(1974)

Chief

Financial

Officer,

Chief

Accounting

Officer

and

Treasurer

Since

2022

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Treasurer,

U.S.

Fund

Administration

&

Reporting;

and

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex.

Interested

Board

Members

and

Officers

(continued)

Franklin

Value

Investors

Trust

72

franklintempleton.com

Annual

Report

Note

1:

Gregory

E.

Johnson

and

Jennifer

M.

Johnson

are

siblings.

Rupert

H.

Johnson,

Jr.

is

the

uncle

of

Gregory

E.

Johnson

and

Jennifer

M.

Johnson.

Note

2:

Officer

information

is

current

as

of

the

date

of

this

report.

It

is

possible

that

after

this

date,

information

about

officers

may

change.

1.

We

base

the

number

of

portfolios

on

each

separate

series

of

the

U.S.

registered

investment

companies

within

the

Franklin

Templeton/Legg

Mason

fund

complex.

These

portfolios

have

a

common

investment

manager

or

affiliated

investment

managers.

2.

Gregory

E.

Johnson

is

considered

to

be

an

interested

person

of

the

Fund

under

the

federal

securities

laws

due

to

his

position

as

an

officer

and

director

of

Franklin

Resources,

Inc.

(Resources),

which

is

the

parent

company

of

the

Fund's

investment

manager

and

distributor.

3.

Jennifer

M.

Johnson

is

considered

to

be

an

interested

person

of

the

Fund

under

the

federal

securities

laws

due

to

her

position

as

an

officer

and

director

of

Resources,

which

is

the

parent

company

of

the

Fund's

investment

manager

and

distributor.

The

Sarbanes-Oxley

Act

of

2002

and

Rules

adopted

by

the

U.S.

Securities

and

Exchange

Commission

require

the

Fund

to

disclose

whether

the

Fund’s

Audit

Committee

includes

at

least

one

member

who

is

an

audit

committee

financial

expert

within

the

meaning

of

such

Act

and

Rules.

The

Fund’s

Board

has

determined

that

there

is

at

least

one

such

financial

expert

on

the

Audit

Committee

and

has

designated

each

of

Ann

Torre

Bates

and

David

W.

Niemiec

as

an

audit

committee

financial

expert.

The

Board

believes

that

Ms.

Bates

and

Mr.

Niemiec

qualify

as

such

an

expert

in

view

of

their

extensive

business

background

and

experience.

Ms.

Bates

has

served

as

a

member

of

the

Fund

Audit

Committee

since

2015.

She

currently

serves

as

a

director

of

Ares

Capital

Corporation

(2010-present)

and

United

Natural

Foods,

Inc.

(2013-present)

and

was

formerly

a

director

of

Navient

Corporation

from

2014

to

2016,

SLM

Corporation

from

1997

to

2014

and

Allied

Capital

Corporation

from

2003

to

2010,

Executive

Vice

President

and

Chief

Financial

Officer

of

NHP

Incorporated

from

1995

to

1997

and

Vice

President

and

Treasurer

of

US

Airways,

Inc.

until

1995.

Mr.

Niemiec

has

served

as

a

member

of

the

Fund

Audit

Committee

since

2011,

currently

serves

as

an

Advisor

to

Saratoga

Partners

and

was

formerly

its

Managing

Director

from

1998

to

2001

and

serves

as

a

director

of

Hess

Midstream

LP

(2017-present).

Mr.

Niemiec

was

formerly

a

director

of

Emeritus

Corporation

from

1999

to

2010

and

OSI

Pharmaceuticals,

Inc.

from

2006

to

2010,

Managing

Director

of

SBC

Warburg

Dillon

Read

from

1997

to

1998,

and

was

Vice

Chairman

from

1991

to

1997

and

Chief

Financial

Officer

from

1982

to

1997

of

Dillon,

Read

&

Co.

Inc.

As

a

result

of

such

background

and

experience,

the

Board

believes

that

Ms.

Bates

and

Mr.

Niemiec

have

each

acquired

an

understanding

of

generally

accepted

accounting

principles

and

financial

statements,

the

general

application

of

such

principles

in

connection

with

the

accounting

estimates,

accruals

and

reserves,

and

analyzing

and

evaluating

financial

statements

that

present

a

breadth

and

level

of

complexity

of

accounting

issues

generally

comparable

to

those

of

the

Fund,

as

well

as

an

understanding

of

internal

controls

and

procedures

for

financial

reporting

and

an

understanding

of

audit

committee

functions.

Ms.

Bates

and

Mr.

Niemiec

are

independent

Board

members

as

that

term

is

defined

under

the

applicable

U.S.

Securities

and

Exchange

Commission

Rules

and

Releases.

The

Statement

of

Additional

Information

(SAI)

includes

additional

information

about

the

board

members

and

is

available,

without

charge,

upon

request.

Shareholders

may

call

(800)

DIAL

BEN/342-5236

to

request

the

SAI.

Name,

Year

of

Birth

and

Address

Position

Length

of

Time

Served

Number

of

Portfolios

in

Fund

Complex

Overseen

by

Board

Member

1

Other

Directorships

Held

During

at

Least

the

Past

5

Years

Alexander

Y.

Kymn

(1973)

Vice

President

and

Secretary

Since

May

2023

Not

Applicable

Not

Applicable

One

Franklin

Parkway

San

Mateo,

CA

94403-1906

Principal

Occupation

During

at

Least

the

Past

5

Years:

Associate

General

Counsel,

Franklin

Templeton;

officer

of

certain

funds

in

the

Franklin

Templeton/Legg

Mason

fund

complex;

and

formerly

,

Senior

Counsel,

Wells

Fargo

(banking)

and

officer

of

certain

funds

in

Wells

Fargo

complex

(2018-2019).

Interested

Board

Members

and

Officers

(continued)

Franklin

Value

Investors

Trust

Shareholder

Information

73

franklintempleton.com

Annual

Report

Board

Approval

of

Investment

Management

Agreements

FRANKLIN

VALUE

INVESTORS

TRUST

(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

Funds

and

other

accounts

managed

by

FT

to

provide

a

source

of

cash

for

temporary

and

emergency

Franklin

Value

Investors

Trust

Shareholder

Information

74

franklintempleton.com

Annual

Report

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

Franklin

Templeton

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

Value

Investors

Trust

Shareholder

Information

75

franklintempleton.com

Annual

Report

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

U.S.

Mid

Cap

Value

Fund.

The

comparable

funds

to

the

Fund,

as

chosen

by

Lipper,

included

all

retail

and

institutional

mid-cap

value

funds.

The

Fund

had

total

returns

in

the

middle

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

quintiles.

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

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

recent

years

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

MicroCap

Value

Fund

.

The

comparable

funds

to

the

Fund,

as

chosen

by

Lipper,

included

all

retail

and

institutional

small-cap

value

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-best

performing

quintile,

and

had

annualized

total

returns

for

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

in

the

second-

lowest

performing

quintile.

The

trustees

discussed

with

management

the

reasons

for

the

relative

underperformance

for

the

10-year

periods

ended

December

31,

2022.

Taking

into

account

such

discussions,

the

Board

was

satisfied

with

such

comparative

performance.

The

trustees

also

compared

Fund

performance

to

other

industry

benchmarks,

including

measures

of

risk-adjusted

performance

of

a

fund,

as

part

of

their

evaluation

of

investment

performance.

The

trustees

concluded

that

the

Fund

had

performed

well

in

comparison

to

its

various

benchmarks

and

in

the

context

of

the

Fund’s

goals.

Franklin

Small

Cap

Value

Fund

.

The

comparable

funds

to

the

Fund,

as

chosen

by

Lipper,

included

all

retail

and

institutional

small-cap

value

funds.

The

Fund

had

total

returns

in

the

middle

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

second-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

in

the

middle

performing

quintile.

The

trustees

discussed

with

management

the

reasons

for

the

relative

underperformance

for

the

three-year

periods

ended

December

31,

2022.

Taking

into

account

such

discussions,

the

Board

was

satisfied

with

such

comparative

performance.

The

trustees

also

compared

Fund

performance

to

other

industry

benchmarks,

including

measures

of

risk-adjusted

performance

of

a

fund,

as

part

of

their

evaluation

of

investment

performance.

The

trustees

concluded

that

the

Fund

had

performed

well

in

comparison

to

its

various

benchmarks

and

in

the

context

of

the

Fund’s

goals.

COMPARATIVE

EXPENSES

AND

MANAGEMENT

PROFITABILITY.

The

trustees

considered

the

cost

of

the

services

provided

and

to

be

provided

and

the

profits

realized

by

the

investment

manager

and

its

affiliates

from

their

respective

relationships

with

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

Franklin

Value

Investors

Trust

Shareholder

Information

76

franklintempleton.com

Annual

Report

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

U.S.

Mid

Cap

Value

Fund.

The

Fund’s

contractual

management

fee

rate

was

in

the

least

expensive

quintile

of

its

Lipper

expense

group

and

its

total

expenses

were

also

in

the

least

expensive

quintile

of

such

group.

The

Board

was

satisfied

with

such

comparative

fees

and

expenses.

Franklin

MicroCap

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

second-most

expensive

quintile

of

such

group.

The

Board

was

satisfied

with

such

comparative

fees

and

expenses.

Franklin

Small

Cap

Value

Fund.

The

Fund’s

contractual

management

fee

rate

was

in

the

least

expensive

quintile

of

its

Lipper

expense

group

and

its

total

expenses

were

also

in

the

least

expensive

quintile

of

such

group.

The

Board

was

satisfied

with

such

comparative

fees

and

expenses.

The

trustees

also

reviewed

the

Profitability

Study

addressing

profitability

of

Franklin

Resources,

Inc.,

from

its

overall

U.S.

fund

business,

as

well

as

profitability

to

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

Franklin

Resources,

Inc.

The

trustees

reviewed

the

basis

on

which

such

reports

are

prepared

and

the

cost

allocation

methodology

utilized

in

the

Profitability

Study,

it

being

recognized

that

allocation

methodologies

may

each

be

reasonable

while

producing

different

results.

In

this

respect,

the

Board

noted

that

the

reasonableness

of

the

cost

allocation

methodologies

was

reviewed

by

independent

accountants

on

an

every

other

year

basis.

The

independent

trustees

met

with

management

to

discuss

the

Profitability

Study.

This

included,

among

other

things,

a

comparison

of

investment

management

income

with

investment

management

expenses

of

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.

Except

for

Franklin

Value

Investors

Trust

Shareholder

Information

77

franklintempleton.com

Annual

Report

the

Franklin

MicroCap

Value

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

fee

structure

under

the

investment

management

agreement

for

the

Franklin

MicroCap

Value

Fund

provides

a

flat

fee

of

0.75%

at

all

asset

levels.

It

was

noted

the

Fund

primarily

invests

in

domestic

and

foreign

securities

that

are

believed

to

be

undervalued

with,

at

the

time

of

purchase,

the

higher

of

(1)

a

market

capitalization

of

less

than

$1

billion,

or

(2)

a

total

market

capitalization

within

the

bottom

40%

of

the

Russell

2000

Value

Index.

Management

stated

its

belief

that

such

limited

investment

options

curtail

the

potential

size

of

the

Fund,

thus

preventing

the

type

of

economies

of

scale

that

might

benefit

other

funds

from

increases

in

size

and

also

pointed

out

that

the

Fund,

whose

asset

size

was

approximately

$218

million

as

of

April

30,

2023,

had

been

closed

to

new

investors,

with

limited

exceptions,

since

January

14,

2004,

and

reopened

to

new

investors

effective

September

19,

2019.

Management

also

expressed

its

view

that

this

fee

was

relatively

low

for

this

type

of

a

fund

and

pointed

out

the

favorable

comparison

of

fees

and

expenses

within

its

Lipper

expense

group.

The

independent

trustees

acknowledged

that

management’s

explanation

provided

a

reasonable

basis

for

believing

the

existing

fee

rate

under

the

investment

management

agreement

was

fair

and

that,

in

view

of

the

Fund’s

current

modest

size,

management

was

not

benefiting

from

any

meaningful

economies

of

scale

in

its

management

of

the

Fund,

but

would

continue

to

monitor

such

matters.

Other

than

the

Franklin

MicroCap

Value

Fund,

the

trustees

noted

that

breakpoints

had

been

instituted

as

part

of

the

Funds’

investment

management

fee

and

that

the

Board

regularly

evaluates

whether

additional

breakpoints

are

appropriate.

For

Franklin

US

Mid

Cap

Value

Fund

and

Franklin

Small

Cap

Value

Fund,

the

trustees

assessed

the

savings

to

shareholders

resulting

from

such

breakpoints

and

believed

they

were,

and

continue

to

be,

appropriate

and

they

agreed

to

continue

to

monitor

the

appropriateness

of

the

breakpoints.

The

trustees

also

considered

the

effects

an

increase

in

assets

under

management

would

have

on

the

investment

management

fee

and

expense

ratio

of

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

Franklin

Value

Investors

Trust

Shareholder

Information

78

franklintempleton.com

Annual

Report

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,

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.

FVIT

A

12/23

©

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.

Annual

Report

and

Shareholder

Letter

Franklin

Value

Investors

Trust

Investment

Manager

Distributor

Shareholder

Services

Franklin

Mutual

Advisers,

LLC

Franklin

Distributors,

LLC

(800)

DIAL

BEN

®

/

342-5236

franklintempleton.com

(800)

632-2301

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

.

(a)      Audit Fees

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 $88,147 for the fiscal year ended October 31, 2023 and $88,866 for the fiscal year ended October 31, 2022.

(b)      Audit-Related Fees

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.  

(c)      Tax Fees

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 October 31, 2023 and $323 for the fiscal year ended October 31, 2022. The services for which these fees were paid included identifying passive foreign investment companies to manage exposure to tax liabilities.

There were no 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.

(d)      All Other Fees

The aggregate 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 were $0 for the fiscal year ended October 31, 2023 and $4,000 for the fiscal year ended October 31, 2022. The services for which these fees were paid included professional services rendered by the principal accountant to the registrant in connection with the post-effective amendment to the registration statement.

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 $0 for the fiscal year ended October 31, 2023 and $4,323 for the fiscal year ended October 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.

(i) N/A

(j) 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. Recovery of Erroneously Awarded Compensation.

(a) N/A

(b) N/A

Item 14. 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 VALUE INVESTORS TRUST

By S\MATTHEW T. HINKLE______________________

Matthew T. Hinkle

      Chief Executive Officer - Finance and Administration

Date  December 21, 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  December 21, 2023

By S\CHRISTOPHER KINGS______________________

      Christopher Kings

      Chief Financial Officer, Chief Accounting Officer and Treasurer

Date  December 21, 2023

EX-99.CODE ETH

Code of Ethics for Principal Executives & Senior Financial Officers

 
Procedures   Revised December 19, 2014

FRANKLIN TEMPLETON FUNDS

CODE OF ETHICS FOR PRINCIPAL EXECUTIVES AND SENIOR FINANCIAL OFFICERS

I.Covered Officers and Purpose of theCode

This code of ethics (the "Code") applies to the Principal Executive Officers, Principal Financial Officer and Principal Accounting Officer (the "Covered Officers," each of whom is set forth in Exhibit A) of each investment company advised by a Franklin Resources subsidiary and that is registered with the United States Securities & Exchange Commission (“SEC”) (collectively, "FT Funds") for the purpose of promoting:

·

Honest and ethical conduct, including the ethical resolution of actual or apparent conflicts of interest between personal and professionalrelationships;

·

Full, fair, accurate, timely and understandable disclosure in reports and documentsthat a registrant files with, or submits to, the SEC and in other public communications made by or on behalf of the FTFunds;

·

Compliance with applicable laws and governmental rules andregulations;

·

The prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code;and

·

Accountability for adherence to theCode.

Each Covered Officer will be expected to adhere to a high standard of business ethics and must be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

*

Rule38a-1underthe InvestmentCompanyActof1940(“1940Act”)andRule206(4)-7undertheInvestmentAdvisersActof 1940 (“Advisers Act”) (together the “Compliance Rule”) require registered investment companies and registered investment advisers to, among other things, adopt and implement written policies and procedures reasonably designed to prevent violations of the federal securities laws (“Compliance Rule Policies andProcedures”).

CONFIDENTIAL INFORMATION. This document is the proprietary product of Franklin Templeton Investments. It may NOT be distributed outside the company unless it is made subject to a non-disclosure agreement and/or such release receives authorization by an FTI Chief Compliance Officer. Any unauthorized use, reproduction or transfer of this document is strictly prohibited. Franklin Templeton Investments © 2014. All RightsReserved.

II.Other Policies andProcedures

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder.

Franklin Resources, Inc. has separately adopted the Code of Ethics and Business Conduct (“Business Conduct”), which is applicable to all officers, directors and employees of Franklin Resources, Inc., including Covered Officers. It summarizes the values, principles and business practices that guide the employee’s business conduct and also provides a set of basic principles to guide officers, directors and employees regarding the minimum ethical requirements expected of them. It supplements the values, principles and business conduct identified in the Code and other existing employeepolicies.

Additionally, the Franklin Templeton Funds have separately adopted the FTI Personal Investments and Insider Trading Policy governing personal securities trading and other related matters. The Code for Insider Trading provides for separate requirements that apply to the Covered Officers and others, and therefore is not part of this Code.

Insofar as other policies or procedures of Franklin Resources, Inc., the Funds, the Funds’ adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superceded by this Code to the extent that they overlap or conflict with the provisions of this Code. Please review these other documents or consult with the Legal Department if have questions regarding the applicability of these policies toyou.

III.Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his or her service to, the FT Funds. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of apposition with the FT Funds.

Certain conflicts of interest arise out of the relationships between Covered Officers and the FT Funds and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the FT Funds because of their status as "affiliated persons" of the FT Funds. The FT Funds’ and the investment advisers’ compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the FT Funds, the investment advisers and the fund administrator of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for the FT Funds, for the adviser, the administrator, or

2

for all three), be involved in establishing policies and implementing decisions that will have different effects on the adviser, administrator and the FT Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationship between the FT Funds, the adviser, and the administrator and is consistent with the performance by the Covered Officers of their duties as officers of the FT Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the FT Funds' Boards of Directors ("Boards") that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the FT Funds.

Each Covered Officer must:

·

Not use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the FT Funds whereby the CoveredOfficer would benefit personally to the detriment of the FTFunds;

·

Not cause the FT Funds to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the FTFunds;

·

Not retaliate against any other Covered Officer or any employee of the FT Funds or their affiliated persons for reports of potential violations that are made in goodfaith;

·

Report at least annually the following affiliations or otherrelationships:

1

o

all directorships for public companies and all companies that are required to file reports with theSEC;

o

any direct or indirect business relationship with any independent directors ofthe FTFunds;

o

any direct or indirect business relationship with any independent public accounting firm (which are not related to the routine issues related to thefirm’s service as the Covered Persons accountant);and

o

any direct or indirect interest in any transaction with any FT Fund that will benefit the officer (not including benefits derived from the advisory, sub-advisory, distribution or service agreements with affiliates of FranklinResources).

These reports will be reviewed by the Legal Department for compliance with the Code.

There are some conflict of interest situations that should always be approved in writing by Franklin Resources General Counsel or Deputy General Counsel, if material. Examples of these include

2

:

·

Service as a director on the board of any public or privateCompany.

1

ReportingoftheseaffiliationsorotherrelationshipsshallbemadebycompletingtheannualDirectorsandOfficersQuestionnaire and returning the questionnaire to Franklin Resources Inc, General Counsel or Deputy GeneralCounsel.

2

AnyactivityorrelationshipthatwouldpresentaconflictforaCovered OfficermayalsopresentaconflictfortheCovered Officer

if a member of the Covered Officer's immediate family engages in such an activity or has such a relationship. The Cover Person should also obtain written approval by FT’s General Counsel in such situations.

3

·

The receipt of any gifts in excess of $100 from any person, from any corporationor association.

·

The receipt of any entertainment from any Company with which the FT Funds has current or prospective business dealings unless such entertainment is business related, reasonable in cost, appropriate as to time and place, and not so frequent as to raiseany question of impropriety. Notwithstanding the foregoing, the Covered Officers must obtain prior approval from the Franklin Resources General Counsel for any entertainment with a value in excess of$1000.

·

Any ownership interest in, or any consulting or employment relationship with, any ofthe FT Fund’s service providers, other than an investment adviser, principal underwriter, administrator or any affiliated personthereof.

·

A direct or indirect financial interest in commissions, transaction charges or spreads paid by the FT Funds for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equityownership.

·

Franklin Resources General Counsel or Deputy General Counsel will provide a reportto the FT Funds Audit Committee of any approvals granted at the next regularly scheduled meeting.

IV.Disclosure andCompliance

·

Each Covered Officer should familiarize himself with the disclosurerequirements generally applicable to the FTFunds;

·

Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the FT Funds to others, whether within or outside the FT Funds, including to the FT Funds’ directors and auditors, and to governmentalregulators and self-regulatoryorganizations;

·

Each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the FT Funds, the FT Fund’s adviser and the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the FT Funds file with, or submit to, the SEC and in other public communications made by the FT Funds;and

·

It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules andregulations.

V.Reporting and Accountability

Each Covered Officer must:

·

Upon becoming a covered officer affirm in writing to the Board that he or she has received, read, and understands the Code (see ExhibitB);

·

Annually thereafter affirm to the Board that he has complied with the requirements ofthe Code;and

·

Notify Franklin Resources’ General Counsel or Deputy General Counsel promptly if he or she knows of any violation of this Code. Failure to do so is itself is a violation ofthis

4

Code.

Franklin Resources’ General Counsel and Deputy General Counsel are responsible for applying this Code to specific situations in which questions are presented under it and have the authority to interpret this Code in any particular situation.

3

However, the Independent Directors of the respective FT Funds will consider any approvals or waivers

4

sought by any Chief Executive Officers of the Funds.

The FT Funds will follow these procedures in investigating and enforcing this Code:

·

Franklin Resources General Counsel or Deputy General Counsel will take allappropriate action to investigate any potential violations reported to the LegalDepartment;

·

If, after such investigation, the General Counsel or Deputy General Counsel believes that no violation has occurred, The General Counsel is not required to take anyfurther action;

·

Any matter that the General Counsel or Deputy General Counsel believes is aviolation will be reported to the Independent Directors of the appropriate FTFund;

·

If the Independent Directors concur that a violation has occurred, it will inform and make a recommendation to the Board of the appropriate FT Fund or Funds, which willconsider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the CoveredOfficer;

·

The Independent Directors will be responsible for granting waivers, as appropriate;and

·

Any changes to or waivers of this Code will, to the extent required, are disclosedas provided by SECrules.

5

VI.Other Policies andProcedures

This Code shall be the sole code of ethics adopted by the FT Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the FT Funds, the FT Funds' advisers, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The FTI Personal Investments and Insider Trading Policy, adopted by the FT Funds, FT investment advisers and FT Fund’s principal underwriter pursuant to Rule 17j-1 under the Investment Company Act, the Code of Ethics and Business Conduct and more detailed policies and procedures set forth in FT’s Employee Handbook are separate requirements applying to the Covered Officers and others, and are not part of thisCode.

3

FranklinResourcesGeneralCounselandDeputyGeneralCounselareauthorizedtoconsult,asappropriate,withmembersofthe AuditCommittee, counseltotheFTFundsandcounseltotheIndependentDirectors,andareencouragedtodoso.

4

Item2ofFormN-CSRdefines"waiver"as"theapprovalbytheregistrantofamaterialdeparturefromaprovisionofthecodeof

ethics" and "implicit waiver," which must also be disclosed, as "the registrant's failure to take action within a reasonable period of time regarding a material departure from a provision of the code of ethics that has been made known to an executive officer" of the registrant. See Part X.

5

See PartX.

VII.Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the FT Funds’ Board including a majority of independent directors.

VIII.Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the FT Funds’ Board and their counsel.

IX.InternalUse

The Code is intended solely for the internal use by the FT Funds and does not constitute an admission, by or on behalf of any FT Funds, as to any fact, circumstance, or legal conclusion.

X.Disclosure on FormN-CSR

Item 2 of Form N-CSR requires a registered management investment company to disclose annually whether, as of the end of the period covered by the report, it has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these officers are employed by the registrant or a third party. If the registrant has not adopted such a code of ethics, it must explain why it has not done so.

The registrant must also: (1) file with the SEC a copy of the code as an exhibit to its annual report; (2) post the text of the code on its Internet website and disclose, in its most recent report on Form N-CSR, its Internet address and the fact that it has posted the code on its Internet website; or (3) undertake in its most recent report on Form N-CSR to provide to any person without charge, upon request, a copy of the code and explain the manner in which such request may be made. Disclosure is also required of amendments to, or waivers (including implicit waivers) from, a provision of the code in the registrant's annual report on Form N-CSR or on its website. If the registrant intends to satisfy the requirement to disclose amendments and waivers by posting such information on its website, it will be required to disclose its Internet address and thisintention.

The Legal Department shall be responsible for ensuring that:

·

a copy of the Code is filed with the SEC as an exhibit to each Fund’s annual report;and

·

any amendments to, or waivers (including implicit waivers) from, a provision of theCode is disclosed in the registrant's annual report on FormN-CSR.

In the event that the foregoing disclosure is omitted or is determined to be incorrect, the Legal Department shall promptly file such information with the SEC as an amendment to Form N-CSR.

In such an event, the Fund Chief Compliance Officer shall review the Code and propose such changes to the Code as are necessary or appropriate to prevent reoccurrences.

EXHIBIT A

Persons Covered by the Franklin Templeton Funds Code of Ethics

July 10, 2023

FRANKLIN GROUP OF FUNDS

EdwardPerks                           President and Chief Executive Officer – Investment Management

GregJohnson                           Chairman of the Board and VicePresident

MichaelMcCarthy                      President and Chief Executive Officer – Investment Management

Sonal Desai,PhD                     President and Chief Executive Officer – Investment Management

MatthewHinkle                          Chief Executive Officer – Finance andAdministration

Christopher Kings                     Chief Financial Officer and Chief Accounting Officer and Treasurer

FRANKLIN MUTUAL SERIES FUNDS

Christian K. Correa                    Chief Executive Officer – Investment Management

MatthewHinkle                          Chief Executive Officer – Finance and Administration

Christopher Kings                     Chief Financial Officer and Chief Accounting Officer and Treasurer

FRANKLIN ALTERNATIVE STRATEGIES FUNDS

BrooksRitchey                          President and Chief Executive Officer – Investment Management

MatthewHinkle                          Chief Executive Officer – Finance andAdministration

Christopher Kings                     Chief Financial Officer, Chief Accounting Officer and Treasurer

TEMPLETON GROUP OF FUNDS

GregJohnson                           Chairman of the Board and VicePresident

ManrajS.Sekhon                      President and Chief Executive Officer – Investment Management

Michael Hasenstab, Ph.D.          President and Chief Executive Officer – Investment Management

AlanBartlett                              President and Chief Executive Officer – Investment Management

MatthewHinkle                          Chief Executive Officer – Finance andAdministration

Christopher Kings                     Chief Financial Officer, Chief Accounting Officer and Treasurer

Exhibit B ACKNOWLEDGMENT FORM

Franklin Templeton Funds Code of Ethics

For Principal Executives and Senior Financial Officers

Instructions:

1.Complete all sections of thisform.

2.Print the completed form, sign, anddate.

3.

Submit completed form to FT’s General Counsel c/o Code of Ethics Administration within 10 days of becoming a Covered Officer and by February 15th of each subsequent year.

E-mail:      Code of Ethics Inquiries & Requests (internal address);

lpreclear@franklintempleton.com

(externaladdress)

Covered Officer’s Name:

Title:

Department:

Location:

Certification for Year Ending:

To: Franklin Resources General Counsel, Legal Department

I acknowledge receiving, reading and understanding the Franklin Templeton Fund’s Code of Ethics for Principal Executive Officers and Senior Financial Officers (the “Code”). I will comply fully with all provisions of the Code to the extent they apply to me during the period of my employment. I further understand and acknowledge that any violation of the Code may subject me to disciplinary action, including termination of employment.

Signature Date signed

EX-99.CERT

I, Matthew T. Hinkle, certify that:

1.I have reviewed this report on Form N-CSR of Franklin Value Investors Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;   

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change 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 registrant’s internal control over financial reporting; and 

5.The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

12/21/2023

S\MATTHEW T. HINKLE

Matthew T. Hinkle

Chief Executive Officer - Finance and Administration

I, Christopher Kings, certify that:

1.I have reviewed this report on Form N-CSR of Franklin Value Investors Trust;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;   

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change 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 registrant’s internal control over financial reporting; and 

5.The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

12/21/2023

S\CHRISTOPHER KINGS

Christopher Kings

Chief Financial Officer, Chief Accounting Officer and Treasurer

EX-99.906 CERT

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Matthew T. Hinkle, Chief Executive Officer of the Franklin Value Investors Trust (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The periodic report on Form N-CSR of the Registrant for the period ended 10/31/2023 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated:  12/21/2023

                                                S\MATTHEW T. HINKLE

                                                Matthew T. Hinkle

Chief Executive Officer - Finance and Administration

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

I, Christopher Kings, Chief Financial Officer of the Franklin Value Investors Trust (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

1.The periodic report on Form N-CSR of the Registrant for the period ended 10/31/2023 (the “Form N-CSR”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Dated:  12/21/2023

                                                S\CHRISTOPHER KINGS

                                                Christopher Kings

Chief Financial Officer, Chief Accounting Officer and Treasurer