Franklin Value Investors Trust NCSR Certified annual shareholder report (management investment company)

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: 10/31/24

Item 1. Reports to Stockholders.

a.)	The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-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.


Franklin Mutual Small-Mid Cap Value Fund
Class A [FRMCX]
Annual Shareholder Report \| October 31, 2024

This annual shareholder report contains important information about Franklin Mutual Small-Mid Cap Value Fund (previously known as Franklin MicroCap Value Fund) for the period November 1, 2023, to October 31, 2024.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at (800) DIAL BEN/342-5236.

This report describes changes to the Fund that occurred during the reporting period.

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class A	$132	1.19%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Class A shares of Franklin Mutual Small-Mid Cap Value Fund returned 22.43%. The Fund compares its performance to the Russell 2500 Value Index, which returned 32.42% for the same period. The Fund previously compared its performance to the Russell 2000 Value Index, which returned 31.77% for the same period. Effective May 22, 2024, the Russell 2500 Value Index replaced the Russell 2000 Value Index as the Fund’s benchmark to better align with the Fund’s principal investment strategies.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Harrow, an eyecare pharmaceutical company, after it successfully launched new products.
↑	Miller Industries, a tow-truck company, as an activist investor advocated for the company to consider a sale.
↑	Sterling Infrastructure, a provider of e-infrastructure, transportation and building solutions, on good financial results, amid a robust backlog and strength in its various end markets.


Top detractors from performance:
↓	Vera Bradley, a clothing brand, due to weaker traffic in its outlet business which has led to softer revenues.
↓	Oil States International, an oilfield services firm, amid weak oil prices and a slowdown in its North American business.
↓	Matrix Service, an engineering services provider, despite strong recent order and backlog growth within its core storage, terminal, utility and power infrastructure markets.

Franklin Mutual Small-Mid Cap Value Fund

PAGE 1

189-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future. The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares.

VALUE OF A $10,000 INVESTMENT ($9,450 AFTER MAXIMUM APPLICABLE SALES CHARGE) –
Class A 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Class A	22.43	10.58	6.75
Class A (with sales charge)	15.71	9.34	6.15
Russell 3000 Index	37.86	14.60	12.44
Russell 2500 Value Index¹	32.42	9.39	7.86
Russell 2000 Value Index	31.77	8.42	7.33

1	Effective May 22, 2024 the Russell 2500 Value Index replaced the Russell 2000 Value Index as the Fund’s benchmark to better align with the Fund’s principal investment strategies.

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

Performance for periods prior to September 10, 2018, has been restated to reflect the current maximum sales charge, which is lower than the maximum sales charge prior to that date.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$205,213,255
Total Number of Portfolio Holdings^*	77
Total Management Fee Paid	$1,313,296
Portfolio Turnover Rate	87.90%

*	Does not include derivatives, except purchased options, if any.

Franklin Mutual Small-Mid Cap Value Fund

PAGE 2

189-ATSR-1224

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

HOW HAS THE FUND CHANGED?

Effective May 22, 2024, the Fund’s name was changed from Franklin MicroCap Value Fund to Franklin Mutual Small-Mid Cap Value Fund.

In addition, effective May 22, 2024, the Fund changed its 80% investment policy to invest, under normal market conditions, at least 80% of its net assets in investments of small-capitalization and mid-capitalization companies.

In connection with the Fund’s 80% investment policy change, the Fund is subject to the principal risks of investing in mid-capitalization companies in addition to small-capitalization companies and is no longer subject to the principal risk of investing in microcap companies.

Steven Raineri was added as the lead portfolio manager of the Fund.

Effective May 22, 2024, the investment manager agreed to waive fees and/or reimburse operating expenses (excluding Rule 12b-1 fees, acquired fund fees and expenses, interest expense and certain non-routine expenses or costs, such as those relating to litigation, indemnification, reorganizations and liquidations) for the Fund so that the ratio of total annual fund operating expenses will not exceed 0.90% for each share class until February 28, 2026.

The Fund’s investment management fee schedule also was reduced from an annual rate of 0.75% of the average daily net assets of the Fund to an annual rate of: 0.70% of the value of its average daily net assets up to and including $500 million; and 0.65% of the value of its average daily net assets over $500 million effective May 22, 2024.

This is a summary of certain changes to the Fund since November 1, 2023. For more complete information, you may review the Fund’s current prospectus, any applicable supplements and the Fund’s next prospectus, which we expect to be available by March 1, 2025,
at https://www.franklintempleton.com/regulatory-fund-documents or upon request at (800) DIAL BEN/342-5236 or
prospectus@franklintempleton.com.


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

You will receive the Fund’s shareholder 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 shareholder reports and summary prospectus. This process, called “householding,” will continue indefinitely unless you instruct us otherwise. If you prefer not to have these documents householded, please call us at (800) DIAL BEN/342-5236. At any time, you may view current prospectuses/summary prospectuses and shareholder reports on our website. If you choose, you may receive these documents through electronic delivery.

Franklin Mutual Small-Mid Cap Value Fund

PAGE 3

189-ATSR-1224

945086399352118751091310976964815240149351482818155100001044910892135041439516337179952589421617234293229810000989410663127931282713609119881895816938161012132110000971210568131901311213534116501914117087153912028029.326.811.27.45.84.94.64.22.21.90.31.4


Franklin Mutual Small-Mid Cap Value Fund
Class R6 [FMCVX]
Annual Shareholder Report \| October 31, 2024

This report describes changes to the Fund that occurred during the reporting period.

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class R6	$97	0.87%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Class R6 shares of Franklin Mutual Small-Mid Cap Value Fund returned 22.82%. The Fund compares its performance to the Russell 2500 Value Index, which returned 32.42% for the same period. The Fund previously compared its performance to the Russell 2000 Value Index, which returned 31.77% for the same period. Effective May 22, 2024, the Russell 2500 Value Index replaced the Russell 2000 Value Index as the Fund’s benchmark to better align with the Fund’s principal investment strategies.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Harrow, an eyecare pharmaceutical company, after it successfully launched new products.
↑	Miller Industries, a tow-truck company, as an activist investor advocated for the company to consider a sale.
↑	Sterling Infrastructure, a provider of e-infrastructure, transportation and building solutions, on good financial results, amid a robust backlog and strength in its various end markets.


Top detractors from performance:
↓	Vera Bradley, a clothing brand, due to weaker traffic in its outlet business which has led to softer revenues.
↓	Oil States International, an oilfield services firm, amid weak oil prices and a slowdown in its North American business.
↓	Matrix Service, an engineering services provider, despite strong recent order and backlog growth within its core storage, terminal, utility and power infrastructure markets.

Franklin Mutual Small-Mid Cap Value Fund

PAGE 1

349-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Class R6 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Class R6	22.82	10.96	7.13
Russell 3000 Index	37.86	14.60	12.44
Russell 2500 Value Index¹	32.42	9.39	7.86
Russell 2000 Value Index	31.77	8.42	7.33

1	Effective May 22, 2024 the Russell 2500 Value Index replaced the Russell 2000 Value Index as the Fund’s benchmark to better align with the Fund’s principal investment strategies.

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$205,213,255
Total Number of Portfolio Holdings^*	77
Total Management Fee Paid	$1,313,296
Portfolio Turnover Rate	87.90%

*	Does not include derivatives, except purchased options, if any.

Franklin Mutual Small-Mid Cap Value Fund

PAGE 2

349-ATSR-1224

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

HOW HAS THE FUND CHANGED?

Effective May 22, 2024, the Fund’s name was changed from Franklin MicroCap Value Fund to Franklin Mutual Small-Mid Cap Value Fund.

Steven Raineri was added as the lead portfolio manager of the Fund.


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Mutual Small-Mid Cap Value Fund

PAGE 3

349-ATSR-1224

10000917999751271311718118321043616543162661620919909100001044910892135041439516337179952589421617234293229810000989410663127931282713609119881895816938161012132110000971210568131901311213534116501914117087153912028029.326.811.27.45.84.94.64.22.21.90.31.4


Franklin Mutual Small-Mid Cap Value Fund
Advisor Class [FVRMX]
Annual Shareholder Report \| October 31, 2024

This report describes changes to the Fund that occurred during the reporting period.

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Advisor Class	$105	0.94%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Advisor Class shares of Franklin Mutual Small-Mid Cap Value Fund returned 22.74%. The Fund compares its performance to the Russell 2500 Value Index, which returned 32.42% for the same period. The Fund previously compared its performance to the Russell 2000 Value Index, which returned 31.77% for the same period. Effective May 22, 2024, the Russell 2500 Value Index replaced the Russell 2000 Value Index as the Fund’s benchmark to better align with the Fund’s principal investment strategies.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Harrow, an eyecare pharmaceutical company, after it successfully launched new products.
↑	Miller Industries, a tow-truck company, as an activist investor advocated for the company to consider a sale.
↑	Sterling Infrastructure, a provider of e-infrastructure, transportation and building solutions, on good financial results, amid a robust backlog and strength in its various end markets.


Top detractors from performance:
↓	Vera Bradley, a clothing brand, due to weaker traffic in its outlet business which has led to softer revenues.
↓	Oil States International, an oilfield services firm, amid weak oil prices and a slowdown in its North American business.
↓	Matrix Service, an engineering services provider, despite strong recent order and backlog growth within its core storage, terminal, utility and power infrastructure markets.

Franklin Mutual Small-Mid Cap Value Fund

PAGE 1

629-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Advisor Class 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Advisor Class	22.74	10.85	7.01
Russell 3000 Index	37.86	14.60	12.44
Russell 2500 Value Index¹	32.42	9.39	7.86
Russell 2000 Value Index	31.77	8.42	7.33

1	Effective May 22, 2024 the Russell 2500 Value Index replaced the Russell 2000 Value Index as the Fund’s benchmark to better align with the Fund’s principal investment strategies.

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$205,213,255
Total Number of Portfolio Holdings^*	77
Total Management Fee Paid	$1,313,296
Portfolio Turnover Rate	87.90%

*	Does not include derivatives, except purchased options, if any.

Franklin Mutual Small-Mid Cap Value Fund

PAGE 2

629-ATSR-1224

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

HOW HAS THE FUND CHANGED?

Effective May 22, 2024, the Fund’s name was changed from Franklin MicroCap Value Fund to Franklin Mutual Small-Mid Cap Value Fund.

Steven Raineri was added as the lead portfolio manager of the Fund.


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Mutual Small-Mid Cap Value Fund

PAGE 3

629-ATSR-1224

10000916499461266011660117631035716405161141604319692100001044910892135041439516337179952589421617234293229810000989410663127931282713609119881895816938161012132110000971210568131901311213534116501914117087153912028029.326.811.27.45.84.94.64.22.21.90.31.4


Franklin Mutual U.S. Mid Cap Value Fund
Class A [FRBSX]
Annual Shareholder Report \| October 31, 2024

This annual shareholder report contains important information about Franklin Mutual U.S. Mid Cap Value Fund for the period November 1, 2023, to October 31, 2024.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at (800) DIAL BEN/342-5236.

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class A	$100	0.88%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Class A shares of Franklin Mutual U.S. Mid Cap Value Fund returned 27.55%. The Fund compares its performance to the Russell Midcap Value Index, which returned 34.03% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Entergy, an integrated energy company within the utility sector benefited returns following a positive earnings announcement in which it boosted its longer-term earnings per share targets.
↑	PNC Financial, a diversified financial services provider within the financials sector, saw its stock rise as well as the broader industry as a whole on optimism about lower interest rates.
↑	Flex, a contract electronics manufacturer within the information technology sector, after strong recent financial results.


Top detractors from performance:
↓	Schlumberger, an oilfield services company within the energy sector, amid both weaker oil prices and softer North American results.
↓	Dowlais, an auto parts manufacturer within the consumer cyclical sector, faced limited earnings visibility due to automakers reducing production schedules.
↓	WillScot Holdings, a modular office and portable storage provider, as higher interest rates have reduced construction spending and demand for rental units.

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 1

150-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT ($9,450 AFTER MAXIMUM APPLICABLE SALES CHARGE) –
Class A 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Class A	27.55	8.21	6.49
Class A (with sales charge)	20.55	7.00	5.89
Russell 3000 Index	37.86	14.60	12.44
Russell Midcap Value Index	34.03	9.93	8.43

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

Performance for periods prior to September 10, 2018, has been restated to reflect the current maximum sales charge, which is lower than the maximum sales charge prior to that date.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$790,692,548
Total Number of Portfolio Holdings^*	59
Total Management Fee Paid	$3,626,705
Portfolio Turnover Rate	37.84%

*	Does not include derivatives, except purchased options, if any.

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 2

150-ATSR-1224

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 3

150-ATSR-1224

94508720910711259112421194110276155321428013894177221000010449108921350414395163371799525894216172342932298100001004710834126891271013990130201934717379167592246322.318.69.58.27.67.66.66.35.13.81.62.8


Franklin Mutual U.S. Mid Cap Value Fund
Class C [FCBSX]
Annual Shareholder Report \| October 31, 2024

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class C	$185	1.63%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Class C shares of Franklin Mutual U.S. Mid Cap Value Fund returned 26.60%. The Fund compares its performance to the Russell Midcap Value Index, which returned 34.03% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Entergy, an integrated energy company within the utility sector benefited returns following a positive earnings announcement in which it boosted its longer-term earnings per share targets.
↑	PNC Financial, a diversified financial services provider within the financials sector, saw its stock rise as well as the broader industry as a whole on optimism about lower interest rates.
↑	Flex, a contract electronics manufacturer within the information technology sector, after strong recent financial results.


Top detractors from performance:
↓	Schlumberger, an oilfield services company within the energy sector, amid both weaker oil prices and softer North American results.
↓	Dowlais, an auto parts manufacturer within the consumer cyclical sector, faced limited earnings visibility due to automakers reducing production schedules.
↓	WillScot Holdings, a modular office and portable storage provider, as higher interest rates have reduced construction spending and demand for rental units.

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 1

250-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Class C 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Class C	26.60	7.41	5.70
Class C (with sales charge)	25.60	7.41	5.70
Russell 3000 Index	37.86	14.60	12.44
Russell Midcap Value Index	34.03	9.93	8.43

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$790,692,548
Total Number of Portfolio Holdings^*	59
Total Management Fee Paid	$3,626,705
Portfolio Turnover Rate	37.84%

*	Does not include derivatives, except purchased options, if any.

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 2

250-ATSR-1224

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 3

250-ATSR-1224

100009159949311651115451216910397156011423313745174011000010449108921350414395163371799525894216172342932298100001004710834126891271013990130201934717379167592246322.318.69.58.27.67.66.66.35.13.81.62.8


Franklin Mutual U.S. Mid Cap Value Fund
Class R [FBSRX]
Annual Shareholder Report \| October 31, 2024

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class R	$128	1.13%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Class R shares of Franklin Mutual U.S. Mid Cap Value Fund returned 27.23%. The Fund compares its performance to the Russell Midcap Value Index, which returned 34.03% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Entergy, an integrated energy company within the utility sector benefited returns following a positive earnings announcement in which it boosted its longer-term earnings per share targets.
↑	PNC Financial, a diversified financial services provider within the financials sector, saw its stock rise as well as the broader industry as a whole on optimism about lower interest rates.
↑	Flex, a contract electronics manufacturer within the information technology sector, after strong recent financial results.


Top detractors from performance:
↓	Schlumberger, an oilfield services company within the energy sector, amid both weaker oil prices and softer North American results.
↓	Dowlais, an auto parts manufacturer within the consumer cyclical sector, faced limited earnings visibility due to automakers reducing production schedules.
↓	WillScot Holdings, a modular office and portable storage provider, as higher interest rates have reduced construction spending and demand for rental units.

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 1

850-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Class R 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Class R	27.23	7.95	6.23
Russell 3000 Index	37.86	14.60	12.44
Russell Midcap Value Index	34.03	9.93	8.43

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$790,692,548
Total Number of Portfolio Holdings^*	59
Total Management Fee Paid	$3,626,705
Portfolio Turnover Rate	37.84%

*	Does not include derivatives, except purchased options, if any.

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 2

850-ATSR-1224


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 3

850-ATSR-1224

100009206959011828117811248110713161631481914383182991000010449108921350414395163371799525894216172342932298100001004710834126891271013990130201934717379167592246322.318.69.58.27.67.66.66.35.13.81.62.8


Franklin Mutual U.S. Mid Cap Value Fund
Class R6 [FBSIX]
Annual Shareholder Report \| October 31, 2024

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class R6	$62	0.54%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Class R6 shares of Franklin Mutual U.S. Mid Cap Value Fund returned 27.96%. The Fund compares its performance to the Russell Midcap Value Index, which returned 34.03% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Entergy, an integrated energy company within the utility sector benefited returns following a positive earnings announcement in which it boosted its longer-term earnings per share targets.
↑	PNC Financial, a diversified financial services provider within the financials sector, saw its stock rise as well as the broader industry as a whole on optimism about lower interest rates.
↑	Flex, a contract electronics manufacturer within the information technology sector, after strong recent financial results.


Top detractors from performance:
↓	Schlumberger, an oilfield services company within the energy sector, amid both weaker oil prices and softer North American results.
↓	Dowlais, an auto parts manufacturer within the consumer cyclical sector, faced limited earnings visibility due to automakers reducing production schedules.
↓	WillScot Holdings, a modular office and portable storage provider, as higher interest rates have reduced construction spending and demand for rental units.

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 1

353-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Class R6 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Class R6	27.96	8.60	6.88
Russell 3000 Index	37.86	14.60	12.44
Russell Midcap Value Index	34.03	9.93	8.43

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$790,692,548
Total Number of Portfolio Holdings^*	59
Total Management Fee Paid	$3,626,705
Portfolio Turnover Rate	37.84%

*	Does not include derivatives, except purchased options, if any.

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 2

353-ATSR-1224


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 3

353-ATSR-1224

100009267971712059120821288011127168831557415209194611000010449108921350414395163371799525894216172342932298100001004710834126891271013990130201934717379167592246322.318.69.58.27.67.66.66.35.13.81.62.8


Franklin Mutual U.S. Mid Cap Value Fund
Advisor Class [FBSAX]
Annual Shareholder Report \| October 31, 2024

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Advisor Class	$72	0.63%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Advisor Class shares of Franklin Mutual U.S. Mid Cap Value Fund returned 27.88%. The Fund compares its performance to the Russell Midcap Value Index, which returned 34.03% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	Entergy, an integrated energy company within the utility sector benefited returns following a positive earnings announcement in which it boosted its longer-term earnings per share targets.
↑	PNC Financial, a diversified financial services provider within the financials sector, saw its stock rise as well as the broader industry as a whole on optimism about lower interest rates.
↑	Flex, a contract electronics manufacturer within the information technology sector, after strong recent financial results.


Top detractors from performance:
↓	Schlumberger, an oilfield services company within the energy sector, amid both weaker oil prices and softer North American results.
↓	Dowlais, an auto parts manufacturer within the consumer cyclical sector, faced limited earnings visibility due to automakers reducing production schedules.
↓	WillScot Holdings, a modular office and portable storage provider, as higher interest rates have reduced construction spending and demand for rental units.

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 1

650-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Advisor Class 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Advisor Class	27.88	8.49	6.75
Russell 3000 Index	37.86	14.60	12.44
Russell Midcap Value Index	34.03	9.93	8.43

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$790,692,548
Total Number of Portfolio Holdings^*	59
Total Management Fee Paid	$3,626,705
Portfolio Turnover Rate	37.84%

*	Does not include derivatives, except purchased options, if any.

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 2

650-ATSR-1224


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Mutual U.S. Mid Cap Value Fund

PAGE 3

650-ATSR-1224

100009249968312005120131279211038167301541415037192291000010449108921350414395163371799525894216172342932298100001004710834126891271013990130201934717379167592246322.318.69.58.27.67.66.66.35.13.81.62.8


Franklin Small Cap Value Fund
Class A [FRVLX]
Annual Shareholder Report \| October 31, 2024

This annual shareholder report contains important information about Franklin Small Cap Value Fund for the period November 1, 2023, to October 31, 2024.
You can find additional information about the Fund at https://www.franklintempleton.com/regulatory-fund-documents. You can also request this information by contacting us at (800) DIAL BEN/342-5236.

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class A	$110	0.96%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Class A shares of Franklin Small Cap Value Fund returned 29.65%. The Fund compares its performance to the Russell 2000 Value Index, which returned 31.77% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	ACI Worldwide, a payments company in the information technology sector, due to improving demand and a large share repurchase program
↑	Brinker, a restaurant operator, as brand momentum improved and it saw strong traffic trends at its core Chili’s restaurants
↑	Coherent, a provider of engineered materials and optoelectronic components, after it reported a strong order book fueled by artificial intelligence demand


Top detractors from performance:
↓	Veren, a Canada-based oil and gas producer, amid weak oil price due to concerns about global demand
↓	Green Plains, an ethanol producer, amid a lack of investor confidence regarding the timing and magnitude of benefits from its fuel generation transition
↓	Vestis, a uniform rental company, after it lowered full-year guidance and long-term targets due to customer attrition

Franklin Small Cap Value Fund

PAGE 1

482-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT ($9,450 AFTER MAXIMUM APPLICABLE SALES CHARGE) –
Class A 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Class A	29.65	9.05	7.99
Class A (with sales charge)	22.51	7.83	7.38
Russell 3000 Index	37.86	14.60	12.44
Russell 2000 Value Index	31.77	8.42	7.33

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

Performance for periods prior to September 10, 2018, has been restated to reflect the current maximum sales charge, which is lower than the maximum sales charge prior to that date.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$4,099,144,906
Total Number of Portfolio Holdings^*	86
Total Management Fee Paid	$22,003,794
Portfolio Turnover Rate	59.68%

*	Does not include derivatives, except purchased options, if any.

Franklin Small Cap Value Fund

PAGE 2

482-ATSR-1224

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Small Cap Value Fund

PAGE 3

482-ATSR-1224

94509137101561224111868132151188817784163911572020382100001044910892135041439516337179952589421617234293229810000971210568131901311213534116501914117087153912028029.526.512.69.76.94.23.91.61.51.30.71.6


Franklin Small Cap Value Fund
Class C [FRVFX]
Annual Shareholder Report \| October 31, 2024

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class C	$196	1.71%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Class C shares of Franklin Small Cap Value Fund returned 28.69%. The Fund compares its performance to the Russell 2000 Value Index, which returned 31.77% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	ACI Worldwide, a payments company in the information technology sector, due to improving demand and a large share repurchase program
↑	Brinker, a restaurant operator, as brand momentum improved and it saw strong traffic trends at its core Chili’s restaurants
↑	Coherent, a provider of engineered materials and optoelectronic components, after it reported a strong order book fueled by artificial intelligence demand


Top detractors from performance:
↓	Veren, a Canada-based oil and gas producer, amid weak oil price due to concerns about global demand
↓	Green Plains, an ethanol producer, amid a lack of investor confidence regarding the timing and magnitude of benefits from its fuel generation transition
↓	Vestis, a uniform rental company, after it lowered full-year guidance and long-term targets due to customer attrition

Franklin Small Cap Value Fund

PAGE 1

582-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Class C 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Class C	28.69	8.24	7.19
Class C (with sales charge)	27.69	8.24	7.19
Russell 3000 Index	37.86	14.60	12.44
Russell 2000 Value Index	31.77	8.42	7.33

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$4,099,144,906
Total Number of Portfolio Holdings^*	86
Total Management Fee Paid	$22,003,794
Portfolio Turnover Rate	59.68%

*	Does not include derivatives, except purchased options, if any.

Franklin Small Cap Value Fund

PAGE 2

582-ATSR-1224

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Small Cap Value Fund

PAGE 3

582-ATSR-1224

100009599105931267212194134771203117867163461555920021100001044910892135041439516337179952589421617234293229810000971210568131901311213534116501914117087153912028029.526.512.69.76.94.23.91.61.51.30.71.6


Franklin Small Cap Value Fund
Class R [FVFRX]
Annual Shareholder Report \| October 31, 2024

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class R	$139	1.21%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Class R shares of Franklin Small Cap Value Fund returned 29.35%. The Fund compares its performance to the Russell 2000 Value Index, which returned 31.77% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	ACI Worldwide, a payments company in the information technology sector, due to improving demand and a large share repurchase program
↑	Brinker, a restaurant operator, as brand momentum improved and it saw strong traffic trends at its core Chili’s restaurants
↑	Coherent, a provider of engineered materials and optoelectronic components, after it reported a strong order book fueled by artificial intelligence demand


Top detractors from performance:
↓	Veren, a Canada-based oil and gas producer, amid weak oil price due to concerns about global demand
↓	Green Plains, an ethanol producer, amid a lack of investor confidence regarding the timing and magnitude of benefits from its fuel generation transition
↓	Vestis, a uniform rental company, after it lowered full-year guidance and long-term targets due to customer attrition

Franklin Small Cap Value Fund

PAGE 1

882-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Class R 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Class R	29.35	8.78	7.73
Russell 3000 Index	37.86	14.60	12.44
Russell 2000 Value Index	31.77	8.42	7.33

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$4,099,144,906
Total Number of Portfolio Holdings^*	86
Total Management Fee Paid	$22,003,794
Portfolio Turnover Rate	59.68%

*	Does not include derivatives, except purchased options, if any.

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

Franklin Small Cap Value Fund

PAGE 2

882-ATSR-1224


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Small Cap Value Fund

PAGE 3

882-ATSR-1224

100009647106981286312440138161239718500170111627121046100001044910892135041439516337179952589421617234293229810000971210568131901311213534116501914117087153912028029.526.512.69.76.94.23.91.61.51.30.71.6


Franklin Small Cap Value Fund
Class R6 [FRCSX]
Annual Shareholder Report \| October 31, 2024

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Class R6	$68	0.59%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Class R6 shares of Franklin Small Cap Value Fund returned 30.17%. The Fund compares its performance to the Russell 2000 Value Index, which returned 31.77% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	ACI Worldwide, a payments company in the information technology sector, due to improving demand and a large share repurchase program
↑	Brinker, a restaurant operator, as brand momentum improved and it saw strong traffic trends at its core Chili’s restaurants
↑	Coherent, a provider of engineered materials and optoelectronic components, after it reported a strong order book fueled by artificial intelligence demand


Top detractors from performance:
↓	Veren, a Canada-based oil and gas producer, amid weak oil price due to concerns about global demand
↓	Green Plains, an ethanol producer, amid a lack of investor confidence regarding the timing and magnitude of benefits from its fuel generation transition
↓	Vestis, a uniform rental company, after it lowered full-year guidance and long-term targets due to customer attrition

Franklin Small Cap Value Fund

PAGE 1

382-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Class R6 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Class R6	30.17	9.49	8.46
Russell 3000 Index	37.86	14.60	12.44
Russell 2000 Value Index	31.77	8.42	7.33

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$4,099,144,906
Total Number of Portfolio Holdings^*	86
Total Management Fee Paid	$22,003,794
Portfolio Turnover Rate	59.68%

*	Does not include derivatives, except purchased options, if any.

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

Franklin Small Cap Value Fund

PAGE 2

382-ATSR-1224


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Small Cap Value Fund

PAGE 3

382-ATSR-1224

100009720108571314512799143111293019421179711730322523100001044910892135041439516337179952589421617234293229810000971210568131901311213534116501914117087153912028029.526.512.69.76.94.23.91.61.51.30.71.6


Franklin Small Cap Value Fund
Advisor Class [FVADX]
Annual Shareholder Report \| October 31, 2024

WHAT WERE THE FUND COSTS FOR THE LAST YEAR? (based on a hypothetical $10,000 investment)


Class Name	Costs of a $10,000 investment	Costs paid as a percentage of a $10,000 investment^*
Advisor Class	$82	0.71%

*	Reflects fee waivers and/or expense reimbursements, without which expenses would have been higher.

HOW DID THE FUND PERFORM LAST YEAR AND WHAT AFFECTED ITS PERFORMANCE?

For the twelve months ended October 31, 2024, Advisor Class shares of Franklin Small Cap Value Fund returned 29.97%. The Fund compares its performance to the Russell 2000 Value Index, which returned 31.77% for the same period.

PERFORMANCE HIGHLIGHTS


Top contributors to performance:
↑	ACI Worldwide, a payments company in the information technology sector, due to improving demand and a large share repurchase program
↑	Brinker, a restaurant operator, as brand momentum improved and it saw strong traffic trends at its core Chili’s restaurants
↑	Coherent, a provider of engineered materials and optoelectronic components, after it reported a strong order book fueled by artificial intelligence demand


Top detractors from performance:
↓	Veren, a Canada-based oil and gas producer, amid weak oil price due to concerns about global demand
↓	Green Plains, an ethanol producer, amid a lack of investor confidence regarding the timing and magnitude of benefits from its fuel generation transition
↓	Vestis, a uniform rental company, after it lowered full-year guidance and long-term targets due to customer attrition

Franklin Small Cap Value Fund

PAGE 1

682-ATSR-1224

HOW DID THE FUND PERFORM OVER THE LAST 10 YEARS?

VALUE OF A $10,000 INVESTMENT – Advisor Class 10/31/2014 — 10/31/2024

AVERAGE ANNUAL TOTAL RETURNS (%) Period Ended October 31, 2024


	1 Year	5 Year	10 Year
Advisor Class	29.97	9.32	8.26
Russell 3000 Index	37.86	14.60	12.44
Russell 2000 Value Index	31.77	8.42	7.33

Fund performance figures may reflect fee waivers and/or expense reimbursements, without which the performance would have been lower.

For current month-end performance, please call Franklin Templeton at (800) DIAL BEN/342-5236 or visit https://www.franklintempleton.com/investments/options/mutual-funds.

Important data provider notices and terms available at www.franklintempletondatasources.com.

KEY FUND STATISTICS (as of October 31, 2024)


Total Net Assets	$4,099,144,906
Total Number of Portfolio Holdings^*	86
Total Management Fee Paid	$22,003,794
Portfolio Turnover Rate	59.68%

*	Does not include derivatives, except purchased options, if any.

WHAT DID THE FUND INVEST IN? (as of October 31, 2024)

Portfolio Composition^* (% of Total Investments)

*	Does not include derivatives, except purchased options, if any.

Franklin Small Cap Value Fund

PAGE 2

682-ATSR-1224


	WHERE CAN I FIND ADDITIONAL INFORMATION ABOUT THE FUND?
	Additional information is available on https://www.franklintempleton.com/regulatory-fund-documents, including its:
	• prospectus • proxy voting information • financial information • holdings • tax information

HOUSEHOLDING

Franklin Small Cap Value Fund

PAGE 3

682-ATSR-1224

100009697108051305712691141651277619160177061702322125100001044910892135041439516337179952589421617234293229810000971210568131901311213534116501914117087153912028029.526.512.69.76.94.23.91.61.51.30.71.6

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.

(d) N/A

(f) Pursuant to Item 19(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 $99,074 for the fiscal year ended October 31, 2024 and $88,822 for the fiscal year ended October 31, 2023.

(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.

There were no 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.

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

There were no fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant, other than the services reported in paragraphs (a)-(c) of Item 4.

There were no fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant, other than the services reported in paragraphs (a)-(c) of Item 4.

(e) (1) The registrant’s audit committee is directly responsible for approving the services to be provided by the auditors, including:

(i) pre-approval of all audit and audit related services;

(ii) pre-approval of all non-audit related services to be provided to the Fund by the auditors;

(iii) pre-approval of all non-audit related services to be provided to the registrant by the auditors to the registrant’s investment adviser or to any entity that controls, is controlled by or is under common control with the registrant’s investment adviser and that provides ongoing services to the registrant where the non-audit services relate directly to the operations or financial reporting of the registrant; and

(iv) establishment by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved by other means, such as through establishment of guidelines or by action of a designated member or members of the committee; provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions that may be available under applicable law or rules.

(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.

(f) No disclosures are required by this Item 4(f).

(g) There were no 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.

(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.

(a) Please see schedule of investments contained in the Financial Statements and Financial Highlights included under Item 7 of this Form N-CSR.

(b) N/A

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

Franklin

Value

Investors

Trust

Financial

Statements

and

Other

Important

Information

Annual

October

31,

2024

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(formerly,

Franklin

MicroCap

Value

Fund)

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Table

Contents

franklintempleton.com

Financial

Statements

and

Other

Important

Information—Annual

Financial

Highlights

and

Schedules

Investments

Financial

Statements

Notes

Financial

Statements

Report

Independent

Registered

Public

Accounting

Firm

Tax

Information

Changes

and

Disagreements

with

Accountants

Results

Meeting(s)

Shareholders

Remuneration

Paid

Directors,

Officers

and

Others

Board

Approval

Management

and

Subadvisory

Agreements

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

Small-Mid

Cap

Value

Fund

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Year

Ended

October

31,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$25.79

$27.57

$32.58

$21.77

$29.32

Income

from

investment

operations

Net

investment

income

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

0.15

0.12

0.11

Net

realized

and

unrealized

gains

(losses)

...........

5.50

(0.30)

(0.81)

12.15

(2.89)

Total

from

investment

operations

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

5.65

(0.15)

(0.69)

12.26

(2.78)

Less

distributions

from:

Net

investment

income

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

(0.18)

(0.09)

(0.08)

(0.11)

(0.06)

Net

realized

gains

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

(1.27)

(1.54)

(4.24)

(1.34)

(4.71)

Total

distributions

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

(1.45)

(1.63)

(4.32)

(1.45)

(4.77)

Net

asset

value,

end

year

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

$29.99

$25.79

$27.57

$32.58

$21.77

Total

return

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

22.43%

(0.71)%

(2.00)%

57.97%

(12.10)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

1.27%

1.23%

1.24%

1.23%

1.28%

Expenses

net

waiver

and

payments

affiliates

.......

1.19%

1.22%

1.23%

1.27%

Net

investment

income

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

0.54%

0.56%

0.45%

0.37%

0.50%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$160,115

$139,370

$144,717

$161,200

$94,015

Portfolio

turnover

rate

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

87.90%

32.63%

19.91%

31.98%

31.04%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Net

investment

income

per

includes

approximately

$0.05

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

0.20%.

Total

return

does

not

reflect

sales

commissions

contingent

deferred

sales

charges,

applicable.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Year

Ended

October

31,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$26.39

$28.18

$33.21

$22.17

$29.80

Income

from

investment

operations

Net

investment

income

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

0.25

0.27

0.22

0.20

Net

realized

and

unrealized

gains

(losses)

...........

5.63

(0.34)

(0.82)

12.36

(2.94)

Total

from

investment

operations

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

5.88

(0.07)

(0.60)

12.58

(2.74)

Less

distributions

from:

Net

investment

income

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

(0.27)

(0.18)

(0.19)

(0.20)

(0.18)

Net

realized

gains

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

(1.27)

(1.54)

(4.24)

(1.34)

(4.71)

Total

distributions

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

(1.54)

(1.72)

(4.43)

(1.54)

(4.89)

Net

asset

value,

end

year

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

$30.73

$26.39

$28.18

$33.21

$22.17

Total

return

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

22.82%

(0.35)%

(1.67)%

58.51%

(11.80)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

0.98%

0.90%

0.91%

0.95%

Expenses

net

waiver

and

payments

affiliates

.......

0.87%

0.86%

0.87%

0.88%

0.91%

Net

investment

income

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

0.87%

0.98%

0.79%

0.72%

0.86%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$15,938

$15,228

$25,570

$23,137

$12,299

Portfolio

turnover

rate

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

87.90%

32.63%

19.91%

31.98%

31.04%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Net

investment

income

per

includes

approximately

$0.05

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

0.54%.

Benefit

expense

reduction

rounds

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Year

Ended

October

31,

2024

2023

2022

2021

2020

Advisor

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$26.15

$27.95

$32.96

$22.01

$29.62

Income

from

investment

operations

Net

investment

income

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

0.23

0.19

0.17

Net

realized

and

unrealized

gains

(losses)

...........

5.59

(0.33)

(0.81)

12.28

(2.94)

Total

from

investment

operations

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

5.82

(0.10)

(0.62)

12.47

(2.77)

Less

distributions

from:

Net

investment

income

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

(0.25)

(0.16)

(0.15)

(0.18)

(0.13)

Net

realized

gains

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

(1.27)

(1.54)

(4.24)

(1.34)

(4.71)

Total

distributions

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

(1.52)

(1.70)

(4.39)

(1.52)

(4.84)

Net

asset

value,

end

year

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

$30.45

$26.15

$27.95

$32.96

$22.01

Total

return

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

22.74%

(0.44)%

(1.77)%

58.40%

(11.95)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

1.01%

0.98%

0.99%

0.98%

1.03%

Expenses

net

waiver

and

payments

affiliates

.......

0.94%

0.96%

0.97%

0.98%

1.02%

Net

investment

income

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

0.81%

0.83%

0.69%

0.60%

0.73%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$29,160

$36,980

$44,877

$38,829

$22,429

Portfolio

turnover

rate

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

87.90%

32.63%

19.91%

31.98%

31.04%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Net

investment

income

per

includes

approximately

$0.05

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

0.43%.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

less

than

0.01%.

Franklin

Value

Investors

Trust

Schedule

Investments,

October

31,

2024

Franklin

Mutual

Small-Mid

Cap

Value

Fund

franklintempleton.com

Annual

Report

Country

Value

Common

Stocks

98.6%

Aerospace

Defense

4.5%

Babcock

International

Group

plc

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

United

Kingdom

289,796

1,763,484

Ducommun,

Inc.

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

United

States

63,019

3,704,887

QinetiQ

Group

plc

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

United

Kingdom

654,743

3,864,343

9,332,714

Automobile

Components

0.4%

Aptiv

plc

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

United

States

14,571

828,070

Banks

15.2%

Arrow

Financial

Corp.

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

United

States

104,535

2,983,429

Atlantic

Union

Bankshares

Corp.

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

United

States

90,644

3,426,343

First

Business

Financial

Services,

Inc.

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

United

States

79,331

3,395,367

First

Internet

Bancorp

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

United

States

84,576

2,957,623

Investar

Holding

Corp.

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

United

States

179,374

3,743,535

Northeast

Bank

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

United

States

45,659

4,057,259

Orrstown

Financial

Services,

Inc.

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

United

States

101,930

3,816,259

Premier

Financial

Corp.

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

United

States

125,678

3,099,219

Southern

Missouri

Bancorp,

Inc.

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

United

States

62,073

3,680,929

31,159,963

Biotechnology

1.0%

Anika

Therapeutics,

Inc.

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

United

States

120,974

2,069,865

Building

Products

3.8%

Johnson

Controls

International

plc

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

United

States

42,531

3,213,217

UFP

Industries,

Inc.

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

United

States

38,135

4,665,436

7,878,653

Capital

Markets

2.3%

Victory

Capital

Holdings,

Inc.

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

United

States

79,522

4,765,753

Chemicals

0.7%

Olin

Corp.

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

United

States

33,175

1,361,170

Construction

Engineering

5.8%

Matrix

Service

Co.

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

United

States

211,162

2,371,349

Sterling

Infrastructure,

Inc.

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

United

States

12,051

1,861,277

Valmont

Industries,

Inc.

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

United

States

15,867

4,945,426

WillScot

Holdings

Corp.

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

United

States

84,462

2,799,071

11,977,123

Diversified

REITs

2.3%

Alpine

Income

Property

Trust,

Inc.

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

United

States

114,813

2,012,672

CTO

Realty

Growth,

Inc.

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

United

States

140,252

2,713,876

4,726,548

Diversified

Telecommunication

Services

1.6%

Koninklijke

KPN

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

Netherlands

831,299

3,248,954

Electric

Utilities

2.2%

IDACORP,

Inc.

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

United

States

15,022

1,554,477

PPL

Corp.

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

United

States

89,897

2,927,046

4,481,523

Electrical

Equipment

2.0%

Regal

Rexnord

Corp.

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

United

States

25,317

4,216,293

Electronic

Equipment,

Instruments

Components

3.2%

Flex

Ltd.

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

United

States

89,594

3,106,224

Franklin

Value

Investors

Trust

Schedule

Investments

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

Country

Value

Common

Stocks

(continued)

Electronic

Equipment,

Instruments

Components

(continued)

Sanmina

Corp.

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

United

States

48,263

3,383,236

6,489,460

Energy

Equipment

Services

2.4%

Baker

Hughes

Co.

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

United

States

84,134

3,203,823

Helix

Energy

Solutions

Group,

Inc.

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

United

States

190,402

1,761,218

4,965,041

Financial

Services

3.3%

Global

Payments,

Inc.

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

United

States

28,207

2,925,348

Voya

Financial,

Inc.

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

United

States

47,085

3,780,925

6,706,273

Food

Products

0.3%

Glanbia

plc

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

Ireland

38,297

635,278

Ground

Transportation

1.1%

Knight-Swift

Transportation

Holdings,

Inc.

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

United

States

43,448

2,262,772

Health

Care

Equipment

Supplies

1.6%

Envista

Holdings

Corp.

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

United

States

152,322

3,194,192

Health

Care

Providers

Services

2.5%

Fresenius

Co.

KGaA

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

Germany

112,980

4,124,974

Henry

Schein,

Inc.

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

United

States

14,750

1,035,893

5,160,867

Hotels,

Restaurants

Leisure

2.0%

Brinker

International,

Inc.

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

United

States

8,044

826,199

Hilton

Grand

Vacations,

Inc.

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

United

States

90,030

3,320,307

4,146,506

Household

Durables

2.8%

Hooker

Furnishings

Corp.

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

United

States

168,099

2,694,627

M/I

Homes,

Inc.

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

United

States

6,172

935,614

Mohawk

Industries,

Inc.

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

United

States

15,986

2,146,440

5,776,681

Insurance

6.1%

CNO

Financial

Group,

Inc.

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

United

States

78,519

2,701,054

Everest

Group

Ltd.

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

United

States

7,843

2,789,049

Hanover

Insurance

Group,

Inc.

(The)

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

United

States

32,382

4,803,222

Tiptree,

Inc.

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

United

States

107,542

2,194,932

12,488,257

Interactive

Media

Services

1.4%

QuinStreet,

Inc.

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

United

States

138,137

2,900,877

Services

1.2%

Hackett

Group,

Inc.

(The)

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

United

States

102,447

2,491,511

Leisure

Products

2.8%

Mattel,

Inc.

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

United

States

273,035

5,564,453

Polaris,

Inc.

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

United

States

4,159

290,756

5,855,209

Life

Sciences

Tools

Services

2.3%

Bio-Rad

Laboratories,

Inc.

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

United

States

13,128

4,702,318

Franklin

Value

Investors

Trust

Schedule

Investments

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

Country

Value

Common

Stocks

(continued)

Machinery

7.4%

Chart

Industries,

Inc.

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

United

States

32,396

3,910,845

Gates

Industrial

Corp.

plc

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

United

States

57,460

1,111,851

Graham

Corp.

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

United

States

89,015

2,494,200

Foster

Co.

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

United

States

34,680

653,718

Miller

Industries,

Inc.

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

United

States

45,016

2,954,850

Mueller

Water

Products,

Inc.

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

United

States

141,187

3,048,228

Timken

Co.

(The)

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

United

States

11,217

931,011

15,104,703

Media

1.9%

Cable

One,

Inc.

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

United

States

8,758

2,991,383

Charter

Communications,

Inc.

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

United

States

3,027

991,675

3,983,058

Metals

Mining

1.2%

Commercial

Metals

Co.

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

United

States

33,527

1,803,753

Rio

Tinto

plc

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

Australia

9,929

641,592

2,445,345

Oil,

Gas

Consumable

Fuels

2.2%

VAALCO

Energy,

Inc.

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

United

States

355,370

1,897,676

Veren,

Inc.

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

Canada

493,027

2,538,875

4,436,551

Professional

Services

1.0%

Heidrick

Struggles

International,

Inc.

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

United

States

50,659

1,978,741

Retail

REITs

1.4%

Brixmor

Property

Group,

Inc.

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

United

States

105,205

2,835,275

Semiconductors

Semiconductor

Equipment

0.9%

MKS

Instruments,

Inc.

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

United

States

18,990

1,886,277

Software

0.5%

ACI

Worldwide,

Inc.

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

United

States

21,316

1,048,747

Specialized

REITs

0.5%

SBA

Communications

Corp.

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

United

States

4,282

982,591

Specialty

Retail

1.8%

Group

Automotive,

Inc.

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

United

States

9,931

3,618,062

Textiles,

Apparel

Luxury

Goods

1.3%

PVH

Corp.

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

United

States

11,283

1,110,924

Rocky

Brands,

Inc.

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

United

States

76,214

1,550,193

2,661,117

Trading

Companies

Distributors

3.7%

Ferguson

Enterprises,

Inc.

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

United

States

23,794

4,681,232

McGrath

RentCorp

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

United

States

25,026

2,845,456

7,526,688

Total

Common

Stocks

(Cost

165,440,417

)

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

202,329,026

Franklin

Value

Investors

Trust

Schedule

Investments

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

See

Abbreviations

page

Short

Term

Investments

1.4%

Country

Value

Money

Market

Funds

1.4%

b,c

Institutional

Fiduciary

Trust

Money

Market

Portfolio

4.582

United

States

2,807,545

Total

Money

Market

Funds

(Cost

2,807,545

)

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

2,807,545

Total

Short

Term

Investments

(Cost

2,807,545

)

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

2,807,545

Total

Investments

(Cost

168,247,962

)

100.0

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

$205,136,571

Other

Assets,

less

Liabilities

0.0

†

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

76,684

Net

Assets

100.0%

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

$205,213,255

†

Rounds

less

than

0.1%

net

assets.

Non-income

producing.

See

Note

3(f)

regarding

investments

affiliated

management

investment

companies.

The

rate

shown

the

annualized

seven-day

effective

yield

period

end.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Year

Ended

October

31,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$30.11

$32.32

$40.20

$27.59

$34.61

Income

from

investment

operations

Net

investment

income

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

0.47

0.43

0.37

0.43

1.14

Net

realized

and

unrealized

gains

(losses)

...........

7.73

(1.23)

(3.28)

13.37

(5.47)

Total

from

investment

operations

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

8.20

(0.80)

(2.91)

13.80

(4.33)

Less

distributions

from:

Net

investment

income

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

(0.42)

(0.33)

(0.45)

(1.19)

(0.54)

Net

realized

gains

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

(0.37)

(1.08)

(4.52)

—

(2.15)

Total

distributions

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

(0.79)

(1.41)

(4.97)

(1.19)

(2.69)

Net

asset

value,

end

year

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

$37.52

$30.11

$32.32

$40.20

$27.59

Total

return

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

27.55%

(2.70)%

(8.06)%

51.14%

(13.94)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

0.90%

0.91%

0.95%

Expenses

net

waiver

and

payments

affiliates

.......

0.88%

0.90%

0.91%

e,f

0.93%

Net

investment

income

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

1.35%

1.33%

1.07%

1.18%

3.94%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$687,011

$607,754

$688,933

$790,329

$538,538

Portfolio

turnover

rate

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

37.84%

64.21%

66.63%

60.45%

57.78%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Net

investment

income

per

includes

approximately

$0.69

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

1.55%.

Total

return

does

not

reflect

sales

commissions

contingent

deferred

sales

charges,

applicable.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

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

integral

part

these

financial

statements.

Year

Ended

October

31,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$28.39

$30.50

$38.15

$26.21

$32.97

Income

from

investment

operations

Net

investment

income

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

0.20

0.18

0.11

0.15

0.93

Net

realized

and

unrealized

gains

(losses)

...........

7.29

(1.16)

(3.11)

12.72

(5.28)

Total

from

investment

operations

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

7.49

(0.98)

(3.00)

12.87

(4.35)

Less

distributions

from:

Net

investment

income

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

(0.12)

(0.05)

(0.13)

(0.93)

(0.26)

Net

realized

gains

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

(0.37)

(1.08)

(4.52)

—

(2.15)

Total

distributions

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

(0.49)

(1.13)

(4.65)

(0.93)

(2.41)

Net

asset

value,

end

year

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

$35.39

$28.39

$30.50

$38.15

$26.21

Total

return

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

26.60%

(3.42)%

(8.77)%

50.06%

(14.57)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

1.65%

1.66%

1.70%

Expenses

net

waiver

and

payments

affiliates

.......

1.63%

1.65%

1.66%

e,f

1.68%

Net

investment

income

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

0.61%

0.58%

0.32%

0.42%

3.36%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$9,324

$10,359

$15,412

$20,132

$15,881

Portfolio

turnover

rate

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

37.84%

64.21%

66.63%

60.45%

57.78%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Net

investment

income

per

includes

approximately

$0.66

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

0.97%.

Total

return

does

not

reflect

sales

commissions

contingent

deferred

sales

charges,

applicable.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

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

integral

part

these

financial

statements.

Annual

Report

Year

Ended

October

31,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$30.25

$32.46

$40.34

$27.67

$34.70

Income

from

investment

operations

Net

investment

income

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

0.39

0.35

0.28

0.34

1.11

Net

realized

and

unrealized

gains

(losses)

...........

7.76

(1.23)

(3.29)

13.44

(5.55)

Total

from

investment

operations

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

8.15

(0.88)

(3.01)

13.78

(4.44)

Less

distributions

from:

Net

investment

income

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

(0.33)

(0.25)

(0.35)

(1.11)

(0.44)

Net

realized

gains

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

(0.37)

(1.08)

(4.52)

—

(2.15)

Total

distributions

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

(0.70)

(1.33)

(4.87)

(1.11)

(2.59)

Net

asset

value,

end

year

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

$37.70

$30.25

$32.46

$40.34

$27.67

Total

return

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

27.23%

(2.94)%

(8.32)%

50.87%

(14.16)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

1.15%

1.16%

1.20%

Expenses

net

waiver

and

payments

affiliates

.......

1.13%

1.15%

1.16%

d,e

1.18%

Net

investment

income

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

1.10%

1.08%

0.82%

0.93%

3.80%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$5,854

$4,922

$5,419

$6,362

$4,465

Portfolio

turnover

rate

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

37.84%

64.21%

66.63%

60.45%

57.78%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Net

investment

income

per

includes

approximately

$0.70

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

1.41%.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

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

integral

part

these

financial

statements.

Year

Ended

October

31,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$31.66

$33.91

$41.93

$28.73

$35.93

Income

from

investment

operations

Net

investment

income

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

0.62

0.57

0.51

0.59

1.27

Net

realized

and

unrealized

gains

(losses)

...........

8.11

(1.29)

(3.43)

13.91

(5.65)

Total

from

investment

operations

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

8.73

(0.72)

(2.92)

14.50

(4.38)

Less

distributions

from:

Net

investment

income

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

(0.53)

(0.45)

(0.58)

(1.30)

(0.67)

Net

realized

gains

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

(0.37)

(1.08)

(4.52)

—

(2.15)

Total

distributions

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

(0.90)

(1.53)

(5.10)

(1.30)

(2.82)

Net

asset

value,

end

year

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

$39.49

$31.66

$33.91

$41.93

$28.73

Total

return

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

27.96%

(2.34)%

(7.76)%

51.74%

(13.61)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

0.57%

0.58%

0.59%

0.61%

Expenses

net

waiver

and

payments

affiliates

.......

0.54%

0.55%

Net

investment

income

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

1.69%

1.67%

1.42%

1.54%

4.24%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$35,893

$31,790

$36,512

$39,290

$27,952

Portfolio

turnover

rate

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

37.84%

64.21%

66.63%

60.45%

57.78%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Net

investment

income

per

includes

approximately

$0.72

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

1.85%.

Benefit

expense

reduction

rounds

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

integral

part

these

financial

statements.

Annual

Report

Year

Ended

October

31,

2024

2023

2022

2021

2020

Advisor

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$31.76

$34.02

$42.04

$28.80

$36.01

Income

from

investment

operations

Net

investment

income

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

0.59

0.54

0.48

0.55

1.28

Net

realized

and

unrealized

gains

(losses)

...........

8.15

(1.31)

(3.44)

13.95

(5.72)

Total

from

investment

operations

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

8.74

(0.77)

(2.96)

14.50

(4.44)

Less

distributions

from:

Net

investment

income

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

(0.50)

(0.41)

(0.54)

(1.26)

(0.62)

Net

realized

gains

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

(0.37)

(1.08)

(4.52)

—

(2.15)

Total

distributions

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

(0.87)

(1.49)

(5.06)

(1.26)

(2.77)

Net

asset

value,

end

year

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

$39.63

$31.76

$34.02

$42.04

$28.80

Total

return

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

27.88%

(2.45)%

(7.86)%

51.57%

(13.71)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

0.65%

0.66%

0.70%

Expenses

net

waiver

and

payments

affiliates

.......

0.63%

0.65%

0.66%

d,e

0.68%

Net

investment

income

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

1.60%

1.58%

1.32%

1.43%

4.22%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$52,612

$43,244

$46,625

$56,787

$34,029

Portfolio

turnover

rate

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

37.84%

64.21%

66.63%

60.45%

57.78%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Net

investment

income

per

includes

approximately

$0.72

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

1.83%.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

less

than

0.01%.

Franklin

Value

Investors

Trust

Schedule

Investments,

October

31,

2024

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

franklintempleton.com

Annual

Report

Country

Value

Common

Stocks

96.8%

Aerospace

Defense

4.6%

Babcock

International

Group

plc

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

United

Kingdom

1,834,976

11,166,305

L3Harris

Technologies,

Inc.

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

United

States

50,762

12,562,072

Melrose

Industries

plc

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

United

Kingdom

2,024,813

12,398,827

36,127,204

Automobile

Components

2.2%

Aptiv

plc

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

United

States

187,340

10,646,532

Dowlais

Group

plc

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

United

Kingdom

10,155,058

6,427,003

17,073,535

Banks

5.7%

Citizens

Financial

Group,

Inc.

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

United

States

461,593

19,442,297

PNC

Financial

Services

Group,

Inc.

(The)

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

United

States

134,761

25,371,454

44,813,751

Building

Products

1.9%

Johnson

Controls

International

plc

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

United

States

203,098

15,344,054

Chemicals

3.9%

Ashland,

Inc.

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

United

States

28,311

2,394,261

Avient

Corp.

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

United

States

79,660

3,712,953

LyondellBasell

Industries

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

United

States

147,283

12,791,528

Olin

Corp.

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

United

States

287,453

11,794,197

30,692,939

Commercial

Services

Supplies

1.0%

Vestis

Corp.

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

United

States

605,826

8,190,768

Construction

Engineering

1.5%

WillScot

Holdings

Corp.

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

United

States

351,731

11,656,365

Consumer

Finance

1.6%

Capital

One

Financial

Corp.

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

United

States

79,903

13,007,409

Containers

Packaging

2.7%

International

Paper

Co.

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

United

States

382,802

21,260,823

Distributors

1.5%

Genuine

Parts

Co.

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

United

States

103,982

11,926,735

Electric

Utilities

8.2%

Entergy

Corp.

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

United

States

187,413

29,007,784

Evergy,

Inc.

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

United

States

243,968

14,745,426

PPL

Corp.

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

United

States

650,647

21,185,066

64,938,276

Electrical

Equipment

2.1%

Regal

Rexnord

Corp.

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

United

States

99,754

16,613,031

Electronic

Equipment,

Instruments

Components

2.1%

Flex

Ltd.

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

United

States

484,596

16,800,943

Energy

Equipment

Services

2.7%

Baker

Hughes

Co.

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

United

States

371,713

14,154,831

Schlumberger

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

United

States

184,978

7,412,068

21,566,899

Financial

Services

7.0%

Apollo

Global

Management,

Inc.

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

United

States

74,433

10,663,272

Fiserv,

Inc.

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

United

States

49,270

9,750,533

Global

Payments,

Inc.

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

United

States

167,882

17,411,042

Franklin

Value

Investors

Trust

Schedule

Investments

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

Country

Value

Common

Stocks

(continued)

Financial

Services

(continued)

Voya

Financial,

Inc.

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

United

States

217,446

17,460,914

55,285,761

Food

Products

1.5%

Kraft

Heinz

Co.

(The)

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

United

States

349,108

11,681,154

Health

Care

Equipment

Supplies

3.1%

Baxter

International,

Inc.

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

United

States

400,207

14,287,390

Envista

Holdings

Corp.

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

United

States

483,495

10,138,890

24,426,280

Health

Care

Providers

Services

3.9%

Cencora,

Inc.

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

United

States

60,472

13,792,454

Fresenius

Co.

KGaA

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

Germany

221,618

8,091,419

Humana,

Inc.

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

United

States

35,315

9,105,266

30,989,139

Household

Durables

1.7%

Horton,

Inc.

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

United

States

82,035

13,863,915

Insurance

4.2%

Everest

Group

Ltd.

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

United

States

45,732

16,262,757

Hartford

Financial

Services

Group,

Inc.

(The)

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

United

States

152,092

16,797,040

33,059,797

Services

1.1%

Amdocs

Ltd.

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

United

States

95,074

8,342,268

Leisure

Products

1.1%

Polaris,

Inc.

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

United

States

129,323

9,040,971

Life

Sciences

Tools

Services

1.9%

Bio-Rad

Laboratories,

Inc.

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

United

States

43,022

15,410,050

Machinery

2.1%

Dover

Corp.

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

United

States

89,233

16,894,484

Media

1.6%

Charter

Communications,

Inc.

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

United

States

38,707

12,680,800

Oil,

Gas

Consumable

Fuels

3.6%

EOG

Resources,

Inc.

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

United

States

49,750

6,067,510

Veren,

Inc.

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

Canada

1,355,841

6,996,140

Williams

Cos.,

Inc.

(The)

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

United

States

287,506

15,056,689

28,120,339

Personal

Care

Products

2.3%

Kenvue,

Inc.

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

United

States

795,819

18,248,130

Pharmaceuticals

0.6%

GSK

plc

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

United

States

242,972

4,387,047

Professional

Services

5.0%

ICF

International,

Inc.

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

United

States

42,277

7,127,480

KBR,

Inc.

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

United

States

224,129

15,018,884

SS&C

Technologies

Holdings,

Inc.

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

United

States

247,067

17,277,395

39,423,759

Real

Estate

Management

Development

3.4%

CBRE

Group,

Inc.

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

United

States

125,140

16,389,586

Colliers

International

Group,

Inc.

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

Canada

68,255

10,418,443

26,808,029

Franklin

Value

Investors

Trust

Schedule

Investments

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

Country

Value

Common

Stocks

(continued)

Retail

REITs

2.4%

Brixmor

Property

Group,

Inc.

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

United

States

717,780

19,344,171

Software

1.9%

Gen

Digital,

Inc.

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

United

States

511,083

14,877,626

Specialized

REITs

1.8%

SBA

Communications

Corp.

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

United

States

61,234

14,051,366

Specialty

Retail

1.0%

Dick's

Sporting

Goods,

Inc.

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

United

States

38,888

7,612,326

Trading

Companies

Distributors

3.9%

AerCap

Holdings

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

Ireland

149,544

13,989,841

Ferguson

Enterprises,

Inc.

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

United

States

84,945

16,712,080

30,701,921

Total

Common

Stocks

(Cost

602,178,230

)

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

765,262,065

Short

Term

Investments

2.8%

Country

Value

Money

Market

Funds

2.8%

b,c

Institutional

Fiduciary

Trust

Money

Market

Portfolio

4.582

United

States

22,377,306

Total

Money

Market

Funds

(Cost

22,377,306

)

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

22,377,306

Total

Short

Term

Investments

(Cost

22,377,306

)

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

22,377,306

Total

Investments

(Cost

624,555,536

)

99.6

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

$787,639,371

Other

Assets,

less

Liabilities

0.4

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

3,053,177

Net

Assets

100.0%

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

$790,692,548

See

Abbreviations

page

Non-income

producing.

See

Note

3(f)

regarding

investments

affiliated

management

investment

companies.

The

rate

shown

the

annualized

seven-day

effective

yield

period

end.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Year

Ended

October

31,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$47.55

$51.18

$61.24

$41.84

$49.48

Income

from

investment

operations

Net

investment

income

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

0.55

0.39

0.25

0.47

0.45

Net

realized

and

unrealized

gains

(losses)

...........

13.28

(2.42)

(4.60)

20.03

(5.01)

Total

from

investment

operations

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

13.83

(2.03)

(4.35)

20.50

(4.56)

Less

distributions

from:

Net

investment

income

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

(0.46)

(0.20)

(0.34)

(0.35)

(0.58)

Net

realized

gains

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

(1.98)

(1.40)

(5.37)

(0.75)

(2.50)

Total

distributions

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

(2.44)

(1.60)

(5.71)

(1.10)

(3.08)

Net

asset

value,

end

year

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

$58.94

$47.55

$51.18

$61.24

$41.84

Total

return

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

29.65%

(4.09)%

(7.83)%

49.59%

(10.04)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

0.97%

0.99%

0.98%

1.00%

1.08%

Expenses

net

waiver

and

payments

affiliates

.......

0.96%

0.98%

1.00%

1.07%

Net

investment

income

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

0.99%

0.75%

0.46%

0.81%

1.08%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$1,213,950

$1,076,436

$1,268,890

$1,577,561

$1,123,039

Portfolio

turnover

rate

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

59.68%

68.74%

47.06%

52.76%

67.46%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Net

investment

income

per

includes

approximately

$0.15

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

0.56%.

Total

return

does

not

reflect

sales

commissions

contingent

deferred

sales

charges,

applicable.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Year

Ended

October

31,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$39.48

$42.88

$52.25

$35.87

$42.84

Income

from

investment

operations

Net

investment

income

(loss)

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

0.12

—

(0.13)

0.02

0.12

Net

realized

and

unrealized

gains

(losses)

...........

10.99

(2.00)

(3.87)

17.20

(4.33)

Total

from

investment

operations

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

11.11

(2.00)

(4.00)

17.22

(4.21)

Less

distributions

from:

Net

investment

income

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

(0.11)

—

(0.09)

(0.26)

Net

realized

gains

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

(1.98)

(1.40)

(5.37)

(0.75)

(2.50)

Total

distributions

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

(2.09)

(1.40)

(5.37)

(0.84)

(2.76)

Net

asset

value,

end

year

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

$48.50

$39.48

$42.88

$52.25

$35.87

Total

return

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

28.69%

(4.82)%

(8.51)%

48.51%

(10.73)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

1.72%

1.74%

1.73%

1.75%

1.83%

Expenses

net

waiver

and

payments

affiliates

.......

1.71%

1.73%

1.75%

1.82%

Net

investment

income

(loss)

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

0.26%

—%

(0.29)%

0.05%

0.34%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$48,722

$50,027

$68,960

$99,994

$77,586

Portfolio

turnover

rate

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

59.68%

68.74%

47.06%

52.76%

67.46%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Amount

rounds

less

than

$0.01

per

share.

Net

investment

income

per

includes

approximately

$0.15

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

(0.20)%.

Total

return

does

not

reflect

sales

commissions

contingent

deferred

sales

charges,

applicable.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

less

than

0.01%.

Rounds

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Year

Ended

October

31,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$46.86

$50.46

$60.43

$41.31

$48.88

Income

from

investment

operations

Net

investment

income

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

0.41

0.26

0.11

0.32

0.35

Net

realized

and

unrealized

gains

(losses)

...........

13.07

(2.38)

(4.53)

19.79

(4.97)

Total

from

investment

operations

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

13.48

(2.12)

(4.42)

20.11

(4.62)

Less

distributions

from:

Net

investment

income

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

(0.32)

(0.08)

(0.18)

(0.24)

(0.45)

Net

realized

gains

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

(1.98)

(1.40)

(5.37)

(0.75)

(2.50)

Total

distributions

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

(2.30)

(1.48)

(5.55)

(0.99)

(2.95)

Net

asset

value,

end

year

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

$58.04

$46.86

$50.46

$60.43

$41.31

Total

return

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

29.35%

(4.35)%

(8.05)%

49.22%

(10.27)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

1.22%

1.24%

1.23%

1.25%

1.33%

Expenses

net

waiver

and

payments

affiliates

.......

1.21%

1.23%

1.25%

1.32%

Net

investment

income

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

0.75%

0.50%

0.21%

0.56%

0.84%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$109,718

$102,284

$119,060

$150,288

$106,201

Portfolio

turnover

rate

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

59.68%

68.74%

47.06%

52.76%

67.46%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Net

investment

income

per

includes

approximately

$0.15

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

0.32%.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Year

Ended

October

31,

2024

2023

2022

2021

2020

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$50.90

$54.68

$65.05

$44.37

$52.29

Income

from

investment

operations

Net

investment

income

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

0.81

0.63

0.48

0.71

0.65

Net

realized

and

unrealized

gains

(losses)

...........

14.23

(2.60)

(4.89)

21.27

(5.27)

Total

from

investment

operations

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

15.04

(1.97)

(4.41)

21.98

(4.62)

Less

distributions

from:

Net

investment

income

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

(0.67)

(0.41)

(0.59)

(0.55)

(0.80)

Net

realized

gains

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

(1.98)

(1.40)

(5.37)

(0.75)

(2.50)

Total

distributions

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

(2.65)

(1.81)

(5.96)

(1.30)

(3.30)

Net

asset

value,

end

year

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

$63.29

$50.90

$54.68

$65.05

$44.37

Total

return

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

30.17%

(3.72)%

(7.46)%

50.21%

(9.65)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

0.60%

0.61%

0.62%

0.68%

Expenses

net

waiver

and

payments

affiliates

.......

0.59%

0.64%

Net

investment

income

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

1.37%

1.14%

0.84%

1.15%

1.47%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$1,419,996

$1,225,364

$1,248,367

$1,336,020

$510,946

Portfolio

turnover

rate

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

59.68%

68.74%

47.06%

52.76%

67.46%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Net

investment

income

per

includes

approximately

$0.15

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

0.90%.

Benefit

expense

reduction

rounds

less

than

0.01%.

Franklin

Value

Investors

Trust

Financial

Highlights

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Year

Ended

October

31,

2024

2023

2022

2021

2020

Advisor

Class

Per

operating

performance

(for

outstanding

throughout

the

year)

Net

asset

value,

beginning

year

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

$50.98

$54.76

$65.13

$44.44

$52.36

Income

from

investment

operations

Net

investment

income

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

0.73

0.55

0.41

0.63

0.58

Net

realized

and

unrealized

gains

(losses)

...........

14.26

(2.60)

(4.91)

21.30

(5.29)

Total

from

investment

operations

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

14.99

(2.05)

(4.50)

21.93

(4.71)

Less

distributions

from:

Net

investment

income

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

(0.59)

(0.33)

(0.50)

(0.49)

(0.71)

Net

realized

gains

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

(1.98)

(1.40)

(5.37)

(0.75)

(2.50)

Total

distributions

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

(2.57)

(1.73)

(5.87)

(1.24)

(3.21)

Net

asset

value,

end

year

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

$63.40

$50.98

$54.76

$65.13

$44.44

Total

return

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

29.97%

(3.86)%

(7.59)%

49.98%

(9.81)%

Ratios

average

net

assets

Expenses

before

waiver

and

payments

affiliates

......

0.72%

0.74%

0.73%

0.75%

0.83%

Expenses

net

waiver

and

payments

affiliates

.......

0.71%

0.73%

0.75%

0.82%

Net

investment

income

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

1.24%

1.00%

0.71%

1.01%

1.30%

Supplemental

data

Net

assets,

end

year

(000’s)

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

$1,306,760

$1,199,891

$1,406,507

$1,687,270

$646,240

Portfolio

turnover

rate

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

59.68%

68.74%

47.06%

52.76%

67.46%

The

amount

shown

for

outstanding

throughout

the

period

may

not

correlate

with

the

Statement

Operations

for

the

period

due

the

timing

sales

and

repurchases

the

Fund’s

relation

income

earned

and/or

fluctuating

fair

value

the

investments

the

Fund.

Based

average

daily

outstanding.

Net

investment

income

per

includes

approximately

$0.15

per

income

received

the

form

special

dividends

connection

with

certain

Fund

holdings.

Excluding

this

amount,

the

ratio

net

investment

income

average

net

assets

would

have

been

0.76%.

Benefit

expense

reduction

rounds

less

than

0.01%.

Benefit

waiver

and

payments

affiliates

rounds

less

than

0.01%.

Franklin

Value

Investors

Trust

Schedule

Investments,

October

31,

2024

Franklin

Small

Cap

Value

Fund

franklintempleton.com

Annual

Report

Country

Value

Common

Stocks

98.6%

Aerospace

Defense

6.4%

Babcock

International

Group

plc

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

United

Kingdom

8,471,618

51,551,994

Melrose

Industries

plc

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

United

Kingdom

7,545,744

46,205,932

QinetiQ

Group

plc

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

United

Kingdom

20,014,630

118,127,865

Senior

plc

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

United

Kingdom

28,282,051

48,276,524

264,162,315

Automobile

Components

0.2%

LCI

Industries

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

United

States

88,946

9,897,911

Banks

18.0%

Atlantic

Union

Bankshares

Corp.

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

United

States

903,334

34,146,025

Camden

National

Corp.

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

United

States

842,147

35,328,067

Columbia

Banking

System,

Inc.

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

United

States

4,274,653

121,870,357

First

Bancorp

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

United

States

1,127,765

47,027,800

First

Commonwealth

Financial

Corp.

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

United

States

1,952,023

32,091,258

First

Interstate

BancSystem,

Inc.

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

United

States

3,457,936

106,504,429

German

American

Bancorp,

Inc.

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

United

States

1,103,214

44,669,135

Peoples

Bancorp,

Inc.

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

United

States

935,037

28,780,439

Sandy

Spring

Bancorp,

Inc.

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

United

States

815,264

27,425,481

Seacoast

Banking

Corp.

Florida

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

United

States

1,366,437

36,483,868

SouthState

Corp.

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

United

States

1,052,649

102,664,857

TriCo

Bancshares

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

United

States

979,117

41,837,669

WSFS

Financial

Corp.

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

United

States

1,611,695

79,247,043

738,076,428

Building

Products

2.9%

American

Woodmark

Corp.

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

United

States

220,907

20,038,474

UFP

Industries,

Inc.

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

United

States

805,612

98,558,572

118,597,046

Capital

Markets

1.8%

Victory

Capital

Holdings,

Inc.

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

United

States

1,215,630

72,852,706

Chemicals

4.8%

Ashland,

Inc.

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

United

States

38,410

3,248,334

Avient

Corp.

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

United

States

1,445,371

67,368,742

Elementis

plc

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

United

Kingdom

39,868,704

68,568,564

Olin

Corp.

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

United

States

659,830

27,072,825

Tronox

Holdings

plc

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

United

States

2,428,801

29,437,068

195,695,533

Commercial

Services

Supplies

1.6%

HNI

Corp.

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

United

States

1,284,598

63,304,989

Communications

Equipment

0.5%

Lumentum

Holdings,

Inc.

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

United

States

318,088

20,316,281

Construction

Engineering

6.4%

Primoris

Services

Corp.

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

United

States

1,303,590

81,630,806

Valmont

Industries,

Inc.

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

United

States

316,381

98,609,630

WillScot

Holdings

Corp.

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

United

States

2,411,742

79,925,130

260,165,566

Consumer

Finance

0.7%

Bread

Financial

Holdings,

Inc.

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

United

States

554,407

27,637,189

Diversified

REITs

1.0%

Alexander

Baldwin,

Inc.

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

United

States

2,102,169

39,121,365

Franklin

Value

Investors

Trust

Schedule

Investments

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

Country

Value

Common

Stocks

(continued)

Electric

Utilities

0.8%

IDACORP,

Inc.

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

United

States

300,778

31,124,507

Electrical

Equipment

2.6%

Regal

Rexnord

Corp.

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

United

States

633,638

105,526,073

Electronic

Equipment,

Instruments

Components

6.1%

Benchmark

Electronics,

Inc.

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

United

States

1,185,757

51,343,278

Coherent

Corp.

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

United

States

204,521

18,905,921

a,b

Knowles

Corp.

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

United

States

5,622,273

97,377,768

Sanmina

Corp.

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

United

States

959,920

67,290,392

TTM

Technologies,

Inc.

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

United

States

666,160

14,948,631

249,865,990

Energy

Equipment

Services

1.9%

Hunting

plc

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

United

Kingdom

7,685,053

29,686,100

John

Wood

Group

plc

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

United

Kingdom

24,183,655

39,441,150

TechnipFMC

plc

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

United

Kingdom

391,017

10,436,244

79,563,494

Food

Products

0.7%

Glanbia

plc

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

Ireland

1,810,844

30,038,620

Ground

Transportation

1.4%

Knight-Swift

Transportation

Holdings,

Inc.

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

United

States

869,924

45,305,642

RXO,

Inc.

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

United

States

490,054

13,814,622

59,120,264

Health

Care

Equipment

Supplies

1.6%

Envista

Holdings

Corp.

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

United

States

3,036,710

63,679,809

Hotel

Resort

REITs

0.2%

Sunstone

Hotel

Investors,

Inc.

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

United

States

810,512

8,178,066

Hotels,

Restaurants

Leisure

5.1%

Boyd

Gaming

Corp.

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

United

States

442,014

30,627,150

Brinker

International,

Inc.

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

United

States

562,740

57,799,025

Dalata

Hotel

Group

plc

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

Ireland

7,871,617

36,921,309

Hilton

Grand

Vacations,

Inc.

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

United

States

2,295,369

84,653,209

210,000,693

Household

Durables

2.1%

Century

Communities,

Inc.

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

United

States

140,017

12,413,907

M/I

Homes,

Inc.

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

United

States

161,325

24,455,257

Meritage

Homes

Corp.

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

United

States

144,926

26,260,591

Taylor

Morrison

Home

Corp.

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

United

States

321,453

22,019,531

85,149,286

Industrial

REITs

0.2%

STAG

Industrial,

Inc.

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

United

States

165,773

6,180,017

Insurance

6.0%

CNO

Financial

Group,

Inc.

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

United

States

2,563,667

88,190,145

Hanover

Insurance

Group,

Inc.

(The)

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

United

States

598,612

88,792,118

Horace

Mann

Educators

Corp.

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

United

States

1,884,878

70,192,857

TWFG,

Inc.

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

United

States

6,521

211,541

247,386,661

Leisure

Products

3.6%

BRP,

Inc.

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

United

States

111,466

5,495,846

Franklin

Value

Investors

Trust

Schedule

Investments

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

Country

Value

Common

Stocks

(continued)

Leisure

Products

(continued)

Brunswick

Corp.

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

United

States

103,534

8,255,801

Mattel,

Inc.

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

United

States

6,520,905

132,896,044

146,647,691

Machinery

6.1%

Chart

Industries,

Inc.

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

United

States

651,883

78,695,316

Columbus

McKinnon

Corp.

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

United

States

255,563

8,129,459

Gates

Industrial

Corp.

plc

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

United

States

2,425,918

46,941,513

Mueller

Water

Products,

Inc.

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

United

States

4,746,633

102,479,807

Timken

Co.

(The)

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

United

States

175,273

14,547,659

250,793,754

Media

1.3%

Cable

One,

Inc.

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

United

States

159,888

54,611,345

Metals

Mining

1.7%

Commercial

Metals

Co.

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

United

States

794,671

42,753,300

Ryerson

Holding

Corp.

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

United

States

1,289,763

28,103,936

70,857,236

Multi-Utilities

0.8%

Black

Hills

Corp.

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

United

States

523,459

30,983,538

Office

REITs

1.4%

Highwoods

Properties,

Inc.

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

United

States

1,704,462

57,167,655

Oil,

Gas

Consumable

Fuels

2.2%

Veren,

Inc.

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

Canada

17,707,656

91,186,766

Paper

Forest

Products

0.4%

Louisiana-Pacific

Corp.

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

United

States

164,387

16,257,874

Real

Estate

Management

Development

0.4%

Colliers

International

Group,

Inc.

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

Canada

111,225

16,977,384

Retail

REITs

0.8%

Kite

Realty

Group

Trust

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

United

States

1,276,262

32,761,646

Semiconductors

Semiconductor

Equipment

1.2%

Cohu,

Inc.

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

United

States

2,013,846

50,185,042

Software

1.9%

ACI

Worldwide,

Inc.

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

United

States

1,607,908

79,109,074

Specialty

Retail

0.8%

Group

Automotive,

Inc.

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

United

States

88,957

32,408,814

Textiles,

Apparel

Luxury

Goods

0.8%

Dr.

Martens

plc

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

United

Kingdom

15,757,177

11,112,272

PVH

Corp.

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

United

States

219,648

21,626,542

32,738,814

Trading

Companies

Distributors

2.2%

Herc

Holdings,

Inc.

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

United

States

69,045

14,440,071

McGrath

RentCorp

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

United

States

678,868

77,187,292

91,627,363

Total

Common

Stocks

(Cost

3,283,677,956

)

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

4,039,954,805

Franklin

Value

Investors

Trust

Schedule

Investments

Franklin

Small

Cap

Value

Fund

(continued)

franklintempleton.com

Annual

Report

Short

Term

Investments

1.6%

Country

Value

Money

Market

Funds

1.6%

c,d

Institutional

Fiduciary

Trust

Money

Market

Portfolio

4.582

United

States

64,241,279

Total

Money

Market

Funds

(Cost

64,241,279

)

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

64,241,279

Total

Short

Term

Investments

(Cost

64,241,279

)

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

64,241,279

Total

Investments

(Cost

3,347,919,235

)

100.2

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

$4,104,196,084

Other

Assets,

less

Liabilities

(

0.2

)

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

(5,051,178)

Net

Assets

100.0%

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

$4,099,144,906

See

Abbreviations

page

See

Note

regarding

holdings

voting

securities.

Non-income

producing.

See

Note

3(f)

regarding

investments

affiliated

management

investment

companies.

The

rate

shown

the

annualized

seven-day

effective

yield

period

end.

Franklin

Value

Investors

Trust

Financial

Statements

Assets

and

Liabilities

October

31,

2024

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Assets:

Investments

securities:

Cost

Unaffiliated

issuers

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

$165,440,417

$602,178,230

$3,018,899,033

Cost

Non-controlled

affiliates

(Note

and

)

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

2,807,545

22,377,306

329,020,202

Value

Unaffiliated

issuers

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

$202,329,026

$765,262,065

$3,790,403,882

Value

Non-controlled

affiliates

(Note

and

)

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

2,807,545

22,377,306

313,792,202

Cash

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

—

45,272

—

Foreign

currency,

value

(cost

–

47,611

and

369

respectively)

...

—

46,988

366

Receivables:

Investment

securities

sold

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

799,807

3,194,641

18,217,411

Capital

sold

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

155,336

99,591

5,102,490

Dividends

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

22,458

621,068

541,255

Total

assets

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

206,114,172

791,646,931

4,128,057,606

Liabilities:

Payables:

Investment

securities

purchased

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

638,789

—

17,251,998

Capital

redeemed

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

41,288

187,333

7,878,046

Management

fees

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

38,596

317,479

1,898,652

Distribution

fees

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

34,447

157,998

350,086

Transfer

agent

fees

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

48,353

190,622

1,298,134

Professional

fees

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

70,751

56,251

59,608

Trustees'

fees

and

expenses

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

3,941

20,157

Accrued

expenses

and

other

liabilities

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

28,659

40,759

156,019

Total

liabilities

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

900,917

954,383

28,912,700

Net

assets,

value

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

$205,213,255

$790,692,548

$4,099,144,906

Net

assets

consist

of:

Paid-in

capital

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

$126,778,937

$583,310,160

$3,124,313,114

Total

distributable

earnings

(losses)

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

78,434,318

207,382,388

974,831,792

Net

assets,

value

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

$205,213,255

$790,692,548

$4,099,144,906

Franklin

Value

Investors

Trust

Financial

Statements

Assets

and

Liabilities

(continued)

October

31,

2024

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Class

Net

assets,

value

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

$160,115,204

$687,010,588

$1,213,949,723

outstanding

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

5,338,970

18,309,506

20,598,032

Net

asset

value

per

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

$29.99

$37.52

$58.94

Maximum

offering

price

per

(net

asset

value

per

.50

)

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

$31.74

$39.70

$62.37

Class

Net

assets,

value

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

$—

$9,323,672

$48,721,553

outstanding

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

—

263,435

1,004,630

Net

asset

value

and

maximum

offering

price

per

..........

$—

$35.39

$48.50

Class

Net

assets,

value

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

$—

$5,853,746

$109,717,959

outstanding

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

—

155,254

1,890,303

Net

asset

value

and

maximum

offering

price

per

...........

$—

$37.70

$58.04

Class

R6:

Net

assets,

value

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

$15,937,731

$35,892,606

$1,419,995,962

outstanding

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

518,596

908,856

22,436,092

Net

asset

value

and

maximum

offering

price

per

...........

$30.73

$39.49

$63.29

Advisor

Class:

Net

assets,

value

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

$29,160,320

$52,611,936

$1,306,759,709

outstanding

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

957,677

1,327,554

20,612,945

Net

asset

value

and

maximum

offering

price

per

...........

$30.45

$39.63

$63.40

Redemption

price

equal

net

asset

value

less

contingent

deferred

sales

charges,

applicable.

Net

asset

value

per

may

not

recalculate

due

rounding.

Franklin

Value

Investors

Trust

Financial

Statements

Operations

for

the

year

ended

October

31,

2024

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Investment

income:

Dividends:

(net

foreign

taxes

$38,354,

$56,731

and

$952,446,

respectively)

Unaffiliated

issuers

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

$3,286,366

$15,710,063

$67,775,502

Non-controlled

affiliates

(Note

and

)

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

249,036

1,625,735

11,308,997

Income

from

securities

loaned:

Unaffiliated

entities

(net

fees

and

rebates)

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

(14,340)

(285)

624,384

Non-controlled

affiliates

(Note

)

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

15,714

561

19,581

Total

investment

income

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

3,536,776

17,336,074

79,728,464

Expenses:

Management

fees

(Note

)

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

1,483,868

3,741,112

22,225,722

Distribution

fees:

(Note

)

Class

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

384,390

1,686,136

3,014,670

Class

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

—

100,478

512,588

Class

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

—

28,429

553,854

Transfer

agent

fees:

(Note

)

Class

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

187,646

802,144

1,853,943

Class

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

—

11,958

78,779

Class

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

—

6,755

170,341

Class

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

13,520

15,770

451,570

Advisor

Class

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

41,443

59,543

2,010,285

Custodian

fees

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

2,614

4,677

46,397

Reports

shareholders

fees

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

27,786

41,906

204,364

Registration

and

filing

fees

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

85,214

98,439

136,816

Professional

fees

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

212,886

134,863

157,744

Trustees'

fees

and

expenses

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

12,291

37,491

187,065

Other

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

10,419

26,440

103,397

Total

expenses

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

2,462,077

6,796,141

31,707,535

Expenses

waived/paid

affiliates

(Note

and

)

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

(179,292)

(119,521)

(255,395)

Net

expenses

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

2,282,785

6,676,620

31,452,140

Net

investment

income

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

1,253,991

10,659,454

48,276,324

Realized

and

unrealized

gains

(losses):

Net

realized

gain

(loss)

from:

Investments:

Unaffiliated

issuers

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

44,396,110

49,645,749

222,515,605

Non-controlled

affiliates

(Note

and

)

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

—

6,774,700

Foreign

currency

transactions

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

(15,307)

(31,535)

217,972

Net

realized

gain

(loss)

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

44,380,803

49,614,214

229,508,277

Net

change

unrealized

appreciation

(depreciation)

on:

Investments:

Unaffiliated

issuers

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

(5,022,432)

124,695,003

659,583,778

Non-controlled

affiliates

(Note

and

)

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

—

103,413,375

Translation

other

assets

and

liabilities

denominated

foreign

currencies

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

(58)

(2,052)

Net

change

unrealized

appreciation

(depreciation)

..........

(5,022,490)

124,692,951

762,997,221

Net

realized

and

unrealized

gain

(loss)

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

39,358,313

174,307,165

992,505,498

Net

increase

(decrease)

net

assets

resulting

from

operations

........

$40,612,304

$184,966,619

$1,040,781,822

Franklin

Value

Investors

Trust

Financial

Statements

Changes

Net

Assets

franklintempleton.com

The

accompanying

notes

are

integral

part

these

financial

statements.

Annual

Report

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Year

Ended

October

31,

2024

Year

Ended

October

31,

2023

Year

Ended

October

31,

2024

Year

Ended

October

31,

2023

Increase

(decrease)

net

assets:

Operations:

Net

investment

income

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

$1,253,991

$1,516,812

$10,659,454

$10,614,469

Net

realized

gain

(loss)

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

44,380,803

12,069,092

49,614,214

1,831,353

Net

change

unrealized

appreciation

(depreciation)

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

(5,022,490)

(15,546,751)

124,692,951

(29,357,836)

Net

increase

(decrease)

net

assets

resulting

from

operations

40,612,304

(1,960,847)

184,966,619

(16,912,014)

Distributions

shareholders:

Class

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

(7,816,485)

(8,541,841)

(15,633,644)

(29,741,114)

Class

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

—

(167,172)

(544,896)

Class

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

—

(111,731)

(222,649)

Class

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

(864,704)

(1,655,076)

(891,595)

(1,629,920)

Advisor

Class

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

(2,233,966)

(2,737,837)

(1,184,176)

(2,058,722)

Total

distributions

shareholders

.....

(10,915,155)

(12,934,754)

(17,988,318)

(34,197,301)

Capital

transactions:

(Note

)

Class

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

(1,727,312)

4,202,003

(65,854,803)

(36,585,914)

Class

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

—

(3,288,581)

(4,277,447)

Class

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

—

(269,301)

(145,538)

Class

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

(1,676,950)

(8,300,169)

(3,577,232)

(2,537,069)

Advisor

Class

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

(12,658,186)

(4,591,114)

(1,364,641)

(177,291)

Total

capital

transactions

.......

(16,062,448)

(8,689,280)

(74,354,558)

(43,723,259)

Net

increase

(decrease)

net

assets

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

13,634,701

(23,584,881)

92,623,743

(94,832,574)

Net

assets:

Beginning

year

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

191,578,554

215,163,435

698,068,805

792,901,379

End

year

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

$205,213,255

$191,578,554

$790,692,548

$698,068,805

Franklin

Value

Investors

Trust

Financial

Statements

Changes

Net

Assets

(continued)

franklintempleton.com

Annual

Report

The

accompanying

notes

are

integral

part

these

financial

statements.

Franklin

Small

Cap

Value

Fund

Year

Ended

October

31,

2024

Year

Ended

October

31,

2023

Increase

(decrease)

net

assets:

Operations:

Net

investment

income

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

$48,276,324

$38,472,968

Net

realized

gain

(loss)

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

229,508,277

158,770,180

Net

change

unrealized

appreciation

(depreciation)

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

762,997,221

(337,535,229)

Net

increase

(decrease)

net

assets

resulting

from

operations

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

1,040,781,822

(140,292,081)

Distributions

shareholders:

Class

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

(54,183,130)

(39,189,566)

Class

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

(2,513,003)

(2,197,068)

Class

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

(4,850,236)

(3,524,991)

Class

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

(63,537,572)

(41,658,770)

Advisor

Class

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

(59,482,942)

(43,515,807)

Total

distributions

shareholders

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

(184,566,883)

(130,086,202)

Capital

transactions:

(Note

)

Class

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

(113,914,134)

(111,212,666)

Class

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

(11,817,268)

(14,573,606)

Class

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

(15,876,421)

(8,815,609)

Class

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

(98,671,575)

67,158,340

Advisor

Class

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

(170,792,949)

(119,959,955)

Total

capital

transactions

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

(411,072,347)

(187,403,496)

Net

increase

(decrease)

net

assets

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

445,142,592

(457,781,779)

Net

assets:

Beginning

year

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

3,654,002,314

4,111,784,093

End

year

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

$4,099,144,906

$3,654,002,314

Franklin

Value

Investors

Trust

franklintempleton.com

Annual

Report

Notes

Financial

Statements

Organization

and

Significant

Accounting

Policies

Franklin

Value

Investors

Trust (Trust)

registered

under

the

Investment

Company

Act

1940

(1940

Act)

open-

end

management

investment

company,

consisting

of three

separate

funds

(Funds). The

Funds

the

accounting

and

reporting

guidance

Financial

Accounting

Standards

Board

(FASB)

Accounting

Standards

Codification

Topic

946,

Financial

Services

–

Investment

Companies

(ASC

946)

and apply

the

specialized

accounting

and

reporting

guidance

U.S.

Generally

Accepted

Accounting

Principles

(U.S.

GAAP),

including,

but

not

limited

to,

ASC

946. The

classes of

offered

within

each

the Funds

are

indicated

below. Class

automatically

convert

Class

monthly

basis,

after

they

have

been

held

for

years.

Each

class

may

differ

its initial

sales

load,

contingent

deferred

sales

charges,

voting

rights

matters

affecting

single

class,

its

exchange

privilege

and

fees

due

differing

arrangements

for

distribution

and

transfer

agent

fees.

Class

Advisor

Class

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Class

Advisor

Class

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Effective

May

22,

2024,

Franklin

MicroCap

Value

Fund

was

renamed

Franklin

Mutual

Small-Mid

Cap

Value

Fund.

The

following

summarizes

the Funds'

significant

accounting

policies.

Financial

Instrument

Valuation

The Funds'

investments

financial

instruments

are

carried

fair

value

daily.

Fair

value

the

price

that

would

received

sell

asset

paid

transfer

liability

orderly

transaction

between

market

participants

the

measurement

date.

The Funds calculate the

net

asset

value

(NAV)

per

each

business

day

p.m.

Eastern

time

the

regularly

scheduled

the

New

York

Stock

Exchange

(NYSE),

whichever

earlier. Under

compliance

policies

and

procedures

approved

the

Trust’s

Board

Trustees

(the

Board),

the

Board

has

designated

the

Funds’

investment

manager

the

valuation

designee

and

has

responsibility

for

oversight

valuation.

The

investment

manager

assisted

the

Funds'

administrator

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

determine

fair

value.

Equity

securities

listed

exchange

the

NASDAQ

National

Market

System

are

valued

the

last

quoted

sale

price

the

official

closing

price of

the

day,

respectively.

Foreign

equity

securities

are

valued

the

trading

the

foreign

stock

exchange

which

the

security

primarily

traded,

p.m.

Eastern

time.

The

value

then

converted

into

its

U.S.

dollar

equivalent

the

foreign

exchange

rate

effect

p.m.

Eastern

time

the

day

that

the

value

the

security

determined.

Over-the-counter

(OTC)

securities

are

valued

within

the

range

the

most

recent

quoted

bid

and

ask

prices.

Securities

that

trade

multiple

markets

multiple

exchanges

are

valued

according

the

broadest

and

most

representative

market.

Certain

equity

securities

are

valued

based

upon

fundamental

characteristics

relationships

similar

securities.

Investments

in open-end mutual

funds

are

valued

the

closing

NAV.

The

Funds

have

procedures

determine

the

fair

value

financial

instruments

for

which

market

prices

are

not

reliable

readily

available.

Under

these

procedures,

the

Funds

primarily

employ

market-based

approach

which

may

use

comparable

assets

liabilities,

recent

transactions,

market

multiples,

and

other

relevant

information

for

the

investment

determine

the

fair

value

the

investment.

income-based

valuation

approach

may

also

used

which

the

anticipated

future

cash

flows

the

investment

are

discounted

calculate

fair

value.

Discounts

may

also

applied

due

the

nature

duration

any

restrictions

the

disposition

the

investments.

Due

the

inherent

uncertainty

valuations

such

investments,

the

fair

values

may

differ

significantly

from

the

values

that

would

have

been

used

had

active

market

existed.

Trading

securities

foreign

securities

stock

exchanges

and

OTC

markets

may

completed

before

p.m.

Eastern

time.

addition,

trading

certain

foreign

markets

may

not

take

place

every

Funds'

business

day.

Events

can occur

between

the

time

which

trading

foreign

security

completed

and

p.m.

Eastern

time

that

might

call

into

question

the

reliability

the

value

portfolio

security

held

the

Fund.

result,

differences

may

arise

between

the

value

the

Funds'

portfolio

securities

determined

the

foreign

market

and

the

latest

indications

value

p.m.

Eastern

time.

order

minimize

the

potential

for

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

these

differences,

independent

pricing

service

may

used

adjust

the

value

the

Funds'

portfolio

securities

the

latest

indications

fair

value

p.m.

Eastern

time.

October

31,

2024,

certain

securities

may

have

been

fair

valued

using

these

procedures,

which

case

the

securities

were

categorized

Level

within

the

fair

value

hierarchy

(referred

“market

level

fair

value”).

See

the

Fair

Value

Measurements

note

for

information.

When

the

last

day

the

reporting

period

non-business

day,

certain

foreign

markets

may

open

those

days

that

the

Funds'

NAV

not

calculated,

which

could

result

differences

between

the

value

the

Funds'

portfolio

securities

the

last

business

day

and

the

last

calendar

day

the

reporting

period.

Any

security

valuation

changes

due

open

foreign

market

are

adjusted

and

reflected

the

Funds

for

financial

reporting

purposes.

Foreign

Currency

Translation

Portfolio

securities

and

other

assets

and

liabilities

denominated

foreign

currencies

are

translated

into

U.S.

dollars

based

the

exchange

rate

such

currencies

against

U.S.

dollars

the

date

valuation.

The

Funds

may

enter

into

foreign

currency

exchange

contracts

facilitate

transactions

denominated

foreign

currency.

Purchases

and

sales

securities,

income

and

expense

items

denominated

foreign

currencies

are

translated

into

U.S.

dollars

the

exchange

rate

effect

the

transaction

date.

Portfolio

securities

and

assets

and

liabilities

denominated

foreign

currencies

contain

risks

that

those

currencies

will

decline

value

relative

the

U.S.

dollar.

Occasionally,

events

may

impact

the

availability

reliability

foreign

exchange

rates

used

convert

the

U.S.

dollar

equivalent

value.

such

event

occurs,

the

foreign

exchange

rate

will

valued

fair

value

using

procedures

established

and

approved

the

Board.

The

Funds

not

separately

report

the

effect

changes

foreign

exchange

rates

from

changes

market

prices

securities

held.

Such

changes

are

included

net

realized

and

unrealized

gain

loss

from

investments

the

Statements

Operations.

Realized

foreign

exchange

gains

losses

arise

from

sales

foreign

currencies,

currency

gains

losses

realized

between

the

trade

and

settlement

dates

securities

transactions

and

the

difference

between

the

recorded

amounts

dividends,

interest,

and

foreign

withholding

taxes

and

the

U.S.

dollar

equivalent

the

amounts

actually

received

paid.

Net

unrealized

foreign

exchange

gains

and

losses

arise

from

changes

foreign

exchange

rates

foreign

denominated

assets

and

liabilities

other

than

investments

securities

held

the

end

the

reporting

period.

Securities

Lending

Certain

all

Funds

participate

agency

based

securities

lending

program

earn

additional

income.

The

Fund

receives

collateral

the

form

cash

and/or

U.S.

Government

and

Agency

securities

against

the

loaned

securities

amount

equal

least

102%

the

fair

value

the

loaned

securities.

Collateral

maintained

over

the

life

the

loan

amount

not

less

than

100%

the

fair

value

loaned

securities,

determined

the

Fund

business

each

day;

any

additional

collateral

required

due

changes

security

values

delivered

the

Fund

the

business

day.

Any

cash

collateral

received

deposited

into

joint

cash

account

with

other

funds

and

used

invest

money

market

fund

managed

Franklin

Advisers,

Inc.,

affiliate

the

Funds. The

Fund

may

receive

income

from

the

investment

cash

collateral,

addition

lending

fees

paid

the

borrower.

Income

from

securities

loaned,

net

fees

paid

the

securities

lending

agent

and/or

third-party

vendor,

reported

separately

the Statements of

Operations.

The

Fund

bears

the

market

risk

with

respect

any

cash

collateral

investment,

securities

loaned,

and

the

risk

that

the

agent

may

default

its

obligations

the

Fund.

the

borrower

defaults

its

obligation

return

the

securities

loaned,

the

Fund

has

the

right

repurchase

the

securities

the

open

market

using

the

collateral

received.

The

securities

lending

agent

has

agreed

indemnify

the

Fund

the

event

default

third

party

borrower.

October

31,

2024,

the

Funds

had

securities

loan.

Income

and

Deferred

Taxes

is each

Fund's

policy

qualify

regulated

investment

company

under

the

Internal

Revenue

Code. Each

Fund

intends

distribute

shareholders

substantially

all

its

Organization

and

Significant

Accounting

Policies

(continued)

Financial

Instrument

Valuation

(continued)

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

taxable

income

and

net

realized

gains

relieve

from

federal

income

and excise

taxes.

result,

provision

for

U.S.

federal

income

taxes

required.

The

Funds

may

subject

foreign

taxation

income

received,

capital

gains

the

sale

securities

and

certain

foreign

currency

transactions

the

foreign

jurisdictions

which

the

Funds

invest.

Foreign

taxes,

any,

are

recorded

based

the

tax

regulations

and

rates

that

exist

the

foreign

markets

which

the

Funds

invest.

When

capital

gain

tax

determined

apply,

certain

all

Funds

record

estimated

deferred

tax

liability

amount

that

would

payable

the

securities

were

disposed

the

valuation

date.

Each

Fund

may

recognize

income

tax

liability

its

uncertain

tax

positions

under

U.S.

GAAP

when

the

uncertain

tax

position

has

less

than

50%

probability

that

will

sustained

upon

examination

the

tax

authorities

based

its

technical

merits.

October

31,

2024, each

Fund

has

determined

that

tax

liability

required

its

financial

statements

uncertain

tax

positions

for

any

open

tax

years

(or

expected

taken

future

tax

years).

Open

tax

years

are

those

that

remain

subject

examination

and

are

based

the

statute

limitations

each

jurisdiction

which

the

Fund

invests.

Security

Transactions,

Investment

Income,

Expenses

and

Distributions

Security

transactions

are

accounted

for

trade

date.

Realized

gains

and

losses

security

transactions

are

determined

specific

identification

basis.

Dividend

income

recorded

the

ex-dividend

date

except

for

certain

dividends

from

securities

where

the

dividend

rate

not

available.

such

cases,

the

dividend

recorded

soon

the

information

received

the

Funds.

Distributions

shareholders

are

recorded

the

ex-

dividend

date.

Distributable

earnings

are

determined

according

income

tax

regulations

(tax

basis)

and

may

differ

from

earnings

recorded

accordance

with

U.S.

GAAP.

These

differences

may

permanent

temporary.

Permanent

differences

are

reclassified

among

capital

accounts

reflect

their

tax

character.

These

reclassifications

have

impact

net

assets

the

results

operations.

Temporary

differences

are

not

reclassified,

they

may

reverse

subsequent

periods.

Common

expenses

incurred

the

Trust

are

allocated

among

the

Funds

based

the

ratio

net

assets

each

Fund

the

combined

net

assets

the

Trust

based

the

ratio

number

shareholders

each

Fund

the

combined

number

shareholders

the

Trust.

Fund

specific

expenses

are

charged

directly

the

Fund

that

incurred

the

expense.

Realized

and

unrealized

gains

and

losses

and

net

investment

income,

excluding

class

specific

expenses,

are

allocated

daily

each

class

based

upon

the

relative

proportion

net

assets

each

class.

Differences

per

distributions

class

are

generally

due

differences

class

specific

expenses.

Accounting

Estimates

The

preparation

financial

statements

accordance

with

U.S.

GAAP

requires

management

make

estimates

and

assumptions

that

affect

the

reported

amounts

assets

and

liabilities

the

date

the

financial

statements

and

the

amounts

income

and

expenses

during

the

reporting

period.

Actual

results

could

differ

from

those

estimates.

Guarantees

and

Indemnifications

Under

the Trust's

organizational

documents,

its

officers

and trustees

are

indemnified

the Trust against

certain

liabilities

arising

out

the

performance

their

duties

the

Trust.

Additionally,

the

normal

course

business,

the Trust,

behalf

the

Funds, enters

into

contracts

with

service

providers

that

contain

general

indemnification

clauses.

The Trust's

maximum

exposure

under

these

arrangements

unknown

this

would

involve

future

claims

that

may

made

against

the Trust

that

have

not

yet

occurred.

Currently,

the Trust

expects

the

risk

loss

remote.

Organization

and

Significant

Accounting

Policies

(continued)

Income

and

Deferred

Taxes

(continued)

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Beneficial

Interest

October

31,

2024

there

were

unlimited

number

authorized

(without

par value).

Transactions

the

Funds'

were

follows:

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Amount

Class

Year

ended

October

31,

2024

sold

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

932,643

$26,258,024

1,470,880

$51,463,643

issued

reinvestment

distributions

..........

274,938

7,637,785

438,776

14,628,778

redeemed

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

(1,273,658)

(35,623,121)

(3,783,031)

(131,947,224)

Net

increase

(decrease)

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

(66,077)

$(1,727,312)

(1,873,375)

$(65,854,803)

Year

ended

October

31,

2023

sold

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

1,035,751

$27,659,059

2,557,243

$82,248,404

issued

reinvestment

distributions

..........

316,722

8,336,842

880,190

28,029,634

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)

Class

Year

ended

October

31,

2024

sold

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

—

$—

33,344

$1,103,416

issued

reinvestment

distributions

..........

—

5,273

166,900

redeemed

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

—

(140,038)

(4,558,897)

Net

increase

(decrease)

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

—

$—

(101,421)

$(3,288,581)

Year

ended

October

31,

2023

sold

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

—

$—

92,322

$2,772,546

issued

reinvestment

distributions

..........

—

18,066

543,938

redeemed

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

—

(250,836)

(7,593,931)

Net

increase

(decrease)

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

—

$—

(140,448)

$(4,277,447)

Class

Year

ended

October

31,

2024

sold

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

—

$—

22,217

$776,763

issued

reinvestment

distributions

..........

—

3,328

111,731

redeemed

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

—

(32,995)

(1,157,795)

Net

increase

(decrease)

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

—

$—

(7,450)

$(269,301)

Year

ended

October

31,

2023

sold

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

—

$—

28,352

$916,376

issued

reinvestment

distributions

..........

—

6,950

222,649

redeemed

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

—

(39,524)

(1,284,563)

Net

increase

(decrease)

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

—

$—

(4,222)

$(145,538)

Class

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Amount

Class

Year

ended

October

31,

2024

sold

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

141,156

$4,037,577

155,493

$5,705,818

issued

reinvestment

distributions

..........

30,183

857,199

25,440

889,907

redeemed

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

(229,803)

(6,571,726)

(276,322)

(10,172,957)

Net

increase

(decrease)

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

(58,464)

$(1,676,950)

(95,389)

$(3,577,232)

Year

ended

October

31,

2023

sold

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

738,670

$20,542,994

170,034

$5,757,995

issued

reinvestment

distributions

..........

16,894

455,015

48,606

1,623,689

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)

Advisor

Class

Advisor

Class

Year

ended

October

31,

2024

sold

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

341,394

$9,690,797

234,420

$8,526,650

issued

reinvestment

distributions

..........

77,907

2,193,089

32,917

1,156,387

redeemed

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

(875,582)

(24,542,072)

(301,259)

(11,047,678)

Net

increase

(decrease)

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

(456,281)

$(12,658,186)

(33,922)

$(1,364,641)

Year

ended

October

31,

2023

sold

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

552,788

$15,298,860

231,598

$7,993,826

issued

reinvestment

distributions

..........

100,780

2,690,820

60,145

2,016,897

redeemed

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

(845,417)

(22,580,794)

(300,970)

(10,188,014)

Net

increase

(decrease)

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

(191,849)

$(4,591,114)

(9,227)

$(177,291)

Franklin

Small

Cap

Value

Fund

Amount

Class

Year

ended

October

31,

2024

sold

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

1,118,996

$61,296,372

issued

reinvestment

distributions

..........

974,628

51,703,991

redeemed

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

(4,133,287)

(226,914,497)

Net

increase

(decrease)

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

(2,039,663)

$(113,914,134)

Year

ended

October

31,

2023

sold

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

1,910,538

$96,806,978

issued

reinvestment

distributions

..........

753,095

37,409,030

redeemed

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

(4,818,249)

(245,428,674)

Net

increase

(decrease)

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

(2,154,616)

$(111,212,666)

Class

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Franklin

Small

Cap

Value

Fund

Amount

Class

Year

ended

October

31,

2024

sold

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

80,935

$3,664,444

issued

reinvestment

distributions

..........

54,542

2,396,586

redeemed

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

(397,964)

(17,878,298)

Net

increase

(decrease)

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

(262,487)

$(11,817,268)

Year

ended

October

31,

2023

sold

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

186,548

$7,856,284

issued

reinvestment

distributions

..........

50,791

2,103,768

redeemed

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

(578,539)

(24,533,658)

Net

increase

(decrease)

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

(341,200)

$(14,573,606)

Class

Year

ended

October

31,

2024

sold

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

290,016

$15,687,785

issued

reinvestment

distributions

..........

92,413

4,838,733

redeemed

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

(675,102)

(36,402,939)

Net

increase

(decrease)

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

(292,673)

$(15,876,421)

Year

ended

October

31,

2023

sold

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

420,223

$21,360,196

issued

reinvestment

distributions

..........

71,808

3,518,304

redeemed

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

(668,686)

(33,694,109)

Net

increase

(decrease)

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

(176,655)

$(8,815,609)

Class

Year

ended

October

31,

2024

sold

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

5,668,676

$333,256,395

issued

reinvestment

distributions

..........

969,782

55,064,206

redeemed

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

(8,276,202)

(486,992,176)

Net

increase

(decrease)

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

(1,637,744)

$(98,671,575)

Year

ended

October

31,

2023

sold

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

6,931,820

$378,123,120

issued

reinvestment

distributions

..........

703,602

37,332,152

redeemed

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

(6,391,812)

(348,296,932)

Net

increase

(decrease)

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

1,243,610

$67,158,340

Advisor

Class

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Transactions

with

Affiliates

Franklin

Resources,

Inc.

the

holding

company

for

various

subsidiaries

that

together

are

referred

Franklin

Templeton.

Certain

officers

and

trustees

the Trust are

also

officers

and/or

directors

the

following

subsidiaries:

Management

Fees

Effective

May

22,

2024,

Franklin

Mutual

Small-Mid

Cap

Value

Fund pays

investment

management

fee,

calculated

daily

and

paid

monthly,

Franklin

Mutual

based

the

average

daily

net

assets

the

Fund

follows:

Prior

May

22,

2024,

Franklin

Mutual

Small-Mid

Cap

Value

Fund

paid

investment

management

fee,

calculated

daily and

paid

monthly,

Franklin

Mutual

0.75%

per

year of

the

average

daily

net

assets

the

Fund.

Franklin

Small

Cap

Value

Fund

Amount

Advisor

Class

Year

ended

October

31,

2024

sold

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

3,792,449

$222,955,218

issued

reinvestment

distributions

..........

934,393

53,213,656

redeemed

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

(7,650,336)

(446,961,823)

Net

increase

(decrease)

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

(2,923,494)

$(170,792,949)

Year

ended

October

31,

2023

sold

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

4,515,231

$247,071,979

issued

reinvestment

distributions

..........

725,949

38,607,884

redeemed

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

(7,391,567)

(405,639,818)

Net

increase

(decrease)

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

(2,150,387)

$(119,959,955)

May

include

portion

Class

that

were

automatically

converted

Class

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

0.700%

and

including

$500

million

0.650%

excess

$500

million

Beneficial

Interest

(continued)

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

pays

investment

management

fee,

calculated

daily

and

paid

monthly,

Franklin

Mutual

based

the

average

daily

net

assets

the

Fund

follows:

Franklin

Small

Cap

Value

Fund

pays

investment

management

fee,

calculated

daily

and

paid

monthly,

Franklin

Mutual

based

the

average

daily

net

assets

the

Fund

follows:

For

the

year

ended

October

31,

2024,

each

Fund's

gross

effective

investment

management

fee

rate

based

average

daily

net

assets

was

follows:

Administrative

Fees

Under

agreement

with

Franklin

Mutual,

Services

provides

administrative

services

the

Funds.

The

fee

paid

Franklin

Mutual

based

each

of the

Fund's

average

daily

net

assets,

and

not

additional

expense

the

Funds.

Distribution

Fees

The

Board

has

adopted

distribution

plans

for

each

class,

with

the

exception

Class

and

Advisor

Class

shares,

pursuant

Rule

12b-1

under

the

1940

Act.

Under

the

Funds'

Class

reimbursement

distribution

plans,

the

Funds

reimburse

Distributors

for

costs

incurred

connection

with

the

servicing,

sale

and

distribution

of each

Fund's

the

maximum

annual

plan

rate.

Under

the

Class

reimbursement

distribution

plans,

costs

exceeding

the

maximum

for

the

current

plan

year

cannot

reimbursed

subsequent

periods.

addition,

under

the

Funds'

Class

and

R compensation

distribution

plans,

the

Funds

pay

Distributors

for

costs

incurred

connection

with

the

servicing,

sale

and

distribution

of each

Fund's

the

maximum

annual

plan

rate

for

each

class.

The

plan

year,

for

purposes

monitoring

compliance

with

the

maximum

annual

plan

rates,

February

through

January

for

each

Fund.

The

maximum

annual

plan

rates,

based

the

average

daily

net

assets,

for

each

class,

are

follows:

Annualized

Fee

Rate

Net

Assets

0.625%

and

including

$100

million

0.500%

Over

$100

million,

and

including

$250

million

0.450%

Over

$250

million,

and

including

$7.5

billion

0.440%

Over

$7.5

billion,

and

including

$10

billion

0.430%

Over

$10

billion,

and

including

$12.5

billion

0.420%

Over

$12.5

billion,

and

including

$15

billion

0.400%

excess

$15

billion

Annualized

Fee

Rate

Net

Assets

0.750%

and

including

$500

million

0.625%

Over

$500

million,

and

including

billion

0.500%

Over

billion,

and

including

billion

0.490%

excess

billion

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Gross

effective

investment

management

fee

rate

........

0.728%

0.482%

0.546%

Transactions

with

Affiliates

(continued)

Management

Fees

(continued)

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

For

Franklin

Small

Cap

Value

Fund,

the

Board

has

set

the

current

rate

0.25%

per

year

for

Class

until

further

notice

and

approval

the

Board.

Sales

Charges/Underwriting

Agreements

Front-end

sales

charges

and

contingent

deferred

sales

charges

(CDSC)

not

represent

expenses

the

Funds.

These

charges

are

deducted

from

the

proceeds

sales

fund

prior

investment

from

redemption

proceeds

prior

remittance,

applicable.

Distributors

has

advised

the

Funds

the

following

commission

transactions

the

sales

and

redemptions

the

Funds'

for

the

year:

Transfer

Agent

Fees

Each

class

shares pays

transfer

agent

fees,

calculated

monthly

and

paid

monthly, to

Investor

Services

for

its

performance

shareholder

servicing

obligations. The

fees

are based

fixed

margin

earned

Investor

Services

and

are allocated

the Funds

based

upon

relative

assets

and

relative

transactions. In

addition,

each

class reimburses

Investor

Services

for

out

pocket

expenses

incurred

and,

except

for

Class

R6, reimburses

shareholder

servicing

fees

paid

third

parties.

These

fees

paid

third

parties

are

accrued

and

allocated

daily

based

upon

their

relative

proportion

such

classes'

aggregate

net

assets.

Class

pays

Investor

Services

transfer

agent

fees

allocated

specifically

that

class

based

upon

its

relative

assets

and

relative

transactions.

For

the

year

ended

October

31,

2024,

the Funds

paid

transfer

agent

fees

noted

the

Statements of

Operations

which

the

following

amounts

were

retained

Investor

Services:

Investments

Affiliated

Management

Investment

Companies

Certain

all

Funds

invest

one

affiliated

management

investment

companies.

defined

the

1940

Act,

investment

deemed

“Controlled

Affiliate”

fund

when

fund

owns,

either

directly

indirectly,

25%

the

affiliated

fund’s

outstanding

has

the

power

exercise

control

over

management

policies

such

fund.

The

Funds

not

invest

for

purposes

exercising

controlling

influence

over

the

management

policies.

Management

fees

paid

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Class

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

0.25%

0.35%

Class

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

—%

1.00%

Class

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

—%

0.50%

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Sales

charges

retained

net

commissions

paid

unaffiliated

brokers/dealers

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

$46,861

$36,391

$25,664

CDSC

retained

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

$14,109

$3,924

$2,092

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Transfer

agent

fees

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

$85,320

$282,422

$1,479,660

Transactions

with

Affiliates

(continued)

Distribution

Fees

(continued)

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

the

Funds

are

waived

assets

invested

the

affiliated

management

investment

companies,

noted

the

Statements

Operations,

amount

not

exceed

the

management

and

administrative

fees

paid

directly

indirectly

each

affiliate.

During

the

year

ended

October

31,

2024,

investments

affiliated

management

investment

companies

were

follows:

Value

Beginning

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

Unrealized

Appreciation

(Depreciation)

Value

End

Year

Number

Held

End

Year

Investment

Income

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

Money

Market

Portfolio

4.582

$3,026,861

$67,008,384

$(67,227,700)

$—

$2,807,545

2,807,545

$249,036

Non-Controlled

Affiliates

Income

from

securities

loaned

Institutional

Fiduciary

Trust

Money

Market

Portfolio

4.582

$—

$8,128,000

$(8,128,000)

$—

—

$15,714

Total

Affiliated

Securities

...

$3,026,861

$75,136,384

$(75,355,700)

$—

$2,807,545

$264,750

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

Money

Market

Portfolio

4.582

$33,756,988

$168,614,614

$(179,994,296)

$—

$22,377,306

22,377,306

$1,625,735

Non-Controlled

Affiliates

Income

from

securities

loaned

Institutional

Fiduciary

Trust

Money

Market

Portfolio

4.582

$—

$4,083,000

$(4,083,000)

$—

—

$561

Total

Affiliated

Securities

...

$33,756,988

$172,697,614

$(184,077,296)

$—

$22,377,306

$1,626,296

Franklin

Small

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

Institutional

Fiduciary

Trust

Money

Market

Portfolio

4.582

$76,597,843

$1,130,820,777

$(1,143,177,341)

$—

$64,241,279

64,241,279

$3,157,801

Non-Controlled

Affiliates

Income

from

securities

loaned

Institutional

Fiduciary

Trust

Money

Market

Portfolio

4.582

$—

$25,106,000

$(25,106,000)

$—

—

$19,581

Total

Affiliated

Securities

...

$76,597,843

$1,155,926,777

$(1,168,283,341)

$—

$64,241,279

$3,177,382

Transactions

with

Affiliates

(continued)

Investments

Affiliated

Management

Investment

Companies

(continued)

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Waiver

and

Expense

Reimbursements

Effective

May

22,

2024,

Franklin

Mutual

has

contractually

agreed

advance

waive

limit

its

fees

and

assume

its

own

expense

certain

expenses

otherwise

payable

Franklin

Mutual

Small-Mid

Cap

Value

Fund

that

the

operating

expenses

(excluding

interest

expense,

distribution

fees,

acquired

fund

fees

and

expenses

and

certain

non-routine

expenses

costs,

including

those

relating

litigation,

indemnification,

reorganizations,

and

liquidations)

for

each

class

the

Fund

not

exceed

0.90%

based

the

average

net

assets

each

class

until February

28,

2026.

Total

expenses

waived

paid

are

not

subject

recapture

subsequent

the

Fund's

fiscal

year

end.

Transfer

agent

fees

Class

the

Funds

have

been

capped

that

transfer

agent

fees

for

that

class

not

exceed

0.03%

based

the

average

net

assets

the

class

until

February

28,

2025,

for

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

and

Franklin

Small

Cap

Value

Fund,

and

until

February

28,

2026,

for

Franklin

Mutual

Small-Mid

Cap

Value

Fund.

Income

Taxes

The

tax

character

distributions

paid

during

the

years

ended

October

31,

2024

and

2023,

was

follows:

October

31,

2024,

the

cost

investments,

net

unrealized

appreciation

(depreciation),

undistributed

ordinary

income

and

undistributed

long

term

capital

gains for

income

tax

purposes

were

follows:

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

2024

2023

2024

2023

Distributions

paid

from:

Ordinary

income

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

$1,501,809

$1,287,244

$9,565,946

$8,227,494

Long

term

capital

gain

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

9,413,346

11,647,510

8,422,372

25,969,807

$10,915,155

$12,934,754

$17,988,318

$34,197,301

Franklin

Small

Cap

Value

Fund

2024

2023

Distributions

paid

from:

Ordinary

income

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

$103,424,073

$23,113,823

Long

term

capital

gain

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

81,142,810

106,972,379

$184,566,883

$130,086,202

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Cost

investments

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

$168,353,607

$629,220,556

$3,379,844,831

Unrealized

appreciation

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

$43,475,091

$195,916,022

$877,669,596

Unrealized

depreciation

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

(6,692,127)

(37,497,207)

(153,318,343)

Net

unrealized

appreciation

(depreciation)

.......

$36,782,964

$158,418,815

$724,351,253

Distributable

earnings:

Undistributed

ordinary

income

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

$2,340,035

$17,133,137

$85,900,952

Undistributed

long

term

capital

gains

...........

39,311,377

31,831,061

164,596,011

Total

distributable

earnings

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

$41,651,412

$48,964,198

$250,496,963

Transactions

with

Affiliates

(continued)

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Differences

between

income

and/or

capital

gains

determined

book

basis

and

tax

basis

are

primarily

due

differing

treatments

wash

sales.

The

Funds

utilized

tax

accounting

practice

treat

portion

the

proceeds

from

capital

redeemed

distribution

from

net

investment

income

and

realized

capital

gains.

Investment

Transactions

Purchases

and

sales

investments

(excluding

short

term

securities)

for

the

year

ended

October

31,

2024

were

follows:

Holdings

Voting

Securities

Portfolio

Companies

The

1940

Act

defines

"affiliated

companies"

include

investments

portfolio

companies

which

fund

owns

the

outstanding

voting

securities.

Additionally,

defined

the

1940

Act,

investment

deemed

“Controlled

Affiliate”

fund

when

fund

owns,

either

directly

indirectly,

25%

the

affiliated

companies’

outstanding

has

the

power

exercise

control

over

management

policies

such

company.

During

the

year

ended

October

31,

2024,

investments

“affiliated

companies”

were

follows:

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Franklin

Small

Cap

Value

Fund

Purchases

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

$176,101,343

$282,531,209

$2,400,078,333

Sales

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

$201,637,549

$359,469,332

$2,939,415,817

Value

Beginning

Year

Purchases

Sales

Realized

Gain

(Loss)

Net

Change

Unrealized

Appreciation

(Depreciation)

Value

End

Year

Number

Held

End

Year

Investment

Income

Franklin

Small

Cap

Value

Fund

Non-Controlled

Affiliates

Dividends

ACI

Worldwide,

Inc.

...

118,605,425

—

(

167,464,281

)

41,472,197

—

Camden

National

Corp

22,829,626

4,933,753

(

2,949,083

)

(

966,392

)

11,480,163

35,328,067

842,147

1,384,261

Children's

Place

Inc.

(The)

24,228,745

—

(

18,862,522

)

(

46,404,953

)

41,038,730

—

Clearfield,

Inc.

.......

25,463,434

—

(

31,570,237

)

(

14,838,998

)

20,945,801

—

Columbus

McKinnon

Corp.

50,856,191

8,167,693

(

54,497,272

)

(

3,013,992

)

—

439,259

Elementis

plc

.......

57,383,349

—

11,185,215

68,568,564

39,868,704

1,266,954

Horace

Mann

Educators

Corp.

...........

77,847,302

14,971,197

(

34,498,337

)

(

5,622,498

)

—

2,739,565

Knowles

Corp

.......

71,614,533

3,572,893

(

1,569,254

)

(

479,441

)

24,239,037

97,377,768

5,622,273

—

McGrath

RentCorp

....

135,104,593

32,181,041

(

114,586,510

)

36,628,777

—

1,442,393

Senior

plc

..........

53,752,095

—

(

5,475,571

)

48,276,524

28,282,051

878,764

Total

Affiliated

Securities

(Value

Net

Assets)

..........

$637,685,293

$63,826,577

$(425,997,496)

$6,774,700

$103,413,375

$249,550,923

$8,151,196

October

31,

2024,

longer

affiliate.

October

31,

2024,

longer

held

the

fund.

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Credit

Facility

The

Funds,

together

with

other

U.S.

registered

and

foreign

investment

funds

(collectively,

Borrowers),

managed

Franklin

Templeton,

are

borrowers

joint

syndicated

senior

unsecured

credit

facility

totaling

$2.675

billion

(Global

Credit

Facility)

which

matures

January

31,

2025.

This

Global

Credit

Facility

provides

source

funds

the

Borrowers

for

temporary

and

emergency

purposes,

including

the

ability

meet

future

unanticipated

unusually

large

redemption

requests.

Under

the

terms

the

Global

Credit

Facility,

the

Funds

shall,

addition

interest

charged

any

borrowings

made

the

Funds

and

other

costs

incurred

the

Funds,

pay

their

fees

and

expenses

incurred

connection

with

the

implementation

and

maintenance

the

Global

Credit

Facility,

based

upon

their

relative

the

aggregate

net

assets

all

the

Borrowers,

including

annual

commitment

fee

0.15%

based

upon

the

unused

portion

the

Global

Credit

Facility.

These

fees

are

reflected

other

expenses

the

Statements

Operations.

During

the

year ended

October

31,

2024,

the

Funds

did

not

use

the

Global

Credit

Facility.

Fair

Value

Measurements

The Funds

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

determining

the

value

the Funds' financial

instruments

and

are

summarized

the

following

fair

value

hierarchy:

Level

–

quoted

prices

active

markets

for

identical

financial

instruments

Level

–

other

significant

observable

inputs

(including

quoted

prices

for

similar

financial

instruments,

interest

rates,

prepayment

speed,

credit

risk,

etc.)

Level

–

significant

unobservable

inputs

(including

the Funds'

own

assumptions

determining

the

fair

value

financial

instruments)

The

input

levels

are

not

necessarily

indication

the

risk

liquidity

associated

with

financial

instruments

that

level.

summary

inputs

used

October

31,

2024,

valuing

the

Funds'

assets carried

fair

value,

follows:

Level

Total

Franklin

Mutual

Small-Mid

Cap

Value

Fund

Assets:

Investments

Securities:

Common

Stocks

Aerospace

Defense

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

5,468,371

3,864,343

—

9,332,714

Automobile

Components

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

828,070

—

828,070

Banks

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

31,159,963

—

31,159,963

Biotechnology

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

2,069,865

—

2,069,865

Building

Products

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

7,878,653

—

7,878,653

Capital

Markets

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

4,765,753

—

4,765,753

Chemicals

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

1,361,170

—

1,361,170

Construction

Engineering

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

11,977,123

—

11,977,123

Diversified

REITs

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

4,726,548

—

4,726,548

Diversified

Telecommunication

Services

.....

3,248,954

—

3,248,954

Electric

Utilities

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

4,481,523

—

4,481,523

Electrical

Equipment

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

4,216,293

—

4,216,293

Electronic

Equipment,

Instruments

Components

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

6,489,460

—

6,489,460

Energy

Equipment

Services

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

4,965,041

—

4,965,041

Financial

Services

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

6,706,273

—

6,706,273

Food

Products

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

635,278

—

635,278

Ground

Transportation

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

2,262,772

—

2,262,772

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Level

Total

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(continued)

Assets:

(continued)

Investments

Securities:

(continued)

Common

Stocks:

(continued)

Health

Care

Equipment

Supplies

.........

3,194,192

—

3,194,192

Health

Care

Providers

Services

..........

1,035,893

4,124,974

—

5,160,867

Hotels,

Restaurants

Leisure

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

4,146,506

—

4,146,506

Household

Durables

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

5,776,681

—

5,776,681

Insurance

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

12,488,257

—

12,488,257

Interactive

Media

Services

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

2,900,877

—

2,900,877

Services

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

2,491,511

—

2,491,511

Leisure

Products

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

5,855,209

—

5,855,209

Life

Sciences

Tools

Services

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

4,702,318

—

4,702,318

Machinery

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

15,104,703

—

15,104,703

Media

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

3,983,058

—

3,983,058

Metals

Mining

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

1,803,753

641,592

—

2,445,345

Oil,

Gas

Consumable

Fuels

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

4,436,551

—

4,436,551

Professional

Services

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

1,978,741

—

1,978,741

Retail

REITs

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

2,835,275

—

2,835,275

Semiconductors

Semiconductor

Equipment

1,886,277

—

1,886,277

Software

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

1,048,747

—

1,048,747

Specialized

REITs

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

982,591

—

982,591

Specialty

Retail

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

3,618,062

—

3,618,062

Textiles,

Apparel

Luxury

Goods

..........

2,661,117

—

2,661,117

Trading

Companies

Distributors

..........

7,526,688

—

7,526,688

Short

Term

Investments

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

2,807,545

—

2,807,545

Total

Investments

Securities

...........

$196,505,662

$8,630,909

$—

$205,136,571

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

Assets:

Common

Stocks

Aerospace

Defense

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

23,728,377

12,398,827

—

36,127,204

Automobile

Components

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

10,646,532

6,427,003

—

17,073,535

Banks

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

44,813,751

—

44,813,751

Building

Products

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

15,344,054

—

15,344,054

Chemicals

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

30,692,939

—

30,692,939

Commercial

Services

Supplies

...........

8,190,768

—

8,190,768

Construction

Engineering

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

11,656,365

—

11,656,365

Consumer

Finance

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

13,007,409

—

13,007,409

Containers

Packaging

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

21,260,823

—

21,260,823

Distributors

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

11,926,735

—

11,926,735

Electric

Utilities

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

64,938,276

—

64,938,276

Electrical

Equipment

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

16,613,031

—

16,613,031

Electronic

Equipment,

Instruments

Components

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

16,800,943

—

16,800,943

Energy

Equipment

Services

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

21,566,899

—

21,566,899

Financial

Services

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

55,285,761

—

55,285,761

Food

Products

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

11,681,154

—

11,681,154

Health

Care

Equipment

Supplies

.........

24,426,280

—

24,426,280

Health

Care

Providers

Services

..........

22,897,720

8,091,419

—

30,989,139

Household

Durables

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

13,863,915

—

13,863,915

Insurance

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

33,059,797

—

33,059,797

Services

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

8,342,268

—

8,342,268

Leisure

Products

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

9,040,971

—

9,040,971

Life

Sciences

Tools

Services

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

15,410,050

—

15,410,050

Machinery

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

16,894,484

—

16,894,484

Media

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

12,680,800

—

12,680,800

Oil,

Gas

Consumable

Fuels

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

28,120,339

—

28,120,339

Fair

Value

Measurements

(continued)

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Level

Total

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

(continued)

Assets:

(continued)

Common

Stocks:

(continued)

Personal

Care

Products

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

18,248,130

—

18,248,130

Pharmaceuticals

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

—

4,387,047

—

4,387,047

Professional

Services

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

39,423,759

—

39,423,759

Real

Estate

Management

Development

....

26,808,029

—

26,808,029

Retail

REITs

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

19,344,171

—

19,344,171

Software

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

14,877,626

—

14,877,626

Specialized

REITs

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

14,051,366

—

14,051,366

Specialty

Retail

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

7,612,326

—

7,612,326

Trading

Companies

Distributors

..........

30,701,921

—

30,701,921

Short

Term

Investments

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

22,377,306

—

22,377,306

Total

Investments

Securities

...........

$756,335,075

$31,304,296

$—

$787,639,371

Franklin

Small

Cap

Value

Fund

Assets:

Investments

Securities:

Common

Stocks

Aerospace

Defense

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

99,828,518

164,333,797

—

264,162,315

Automobile

Components

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

9,897,911

—

9,897,911

Banks

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

738,076,428

—

738,076,428

Building

Products

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

118,597,046

—

118,597,046

Capital

Markets

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

72,852,706

—

72,852,706

Chemicals

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

195,695,533

—

195,695,533

Commercial

Services

Supplies

...........

63,304,989

—

63,304,989

Communications

Equipment

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

20,316,281

—

20,316,281

Construction

Engineering

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

260,165,566

—

260,165,566

Consumer

Finance

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

27,637,189

—

27,637,189

Diversified

REITs

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

39,121,365

—

39,121,365

Electric

Utilities

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

31,124,507

—

31,124,507

Electrical

Equipment

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

105,526,073

—

105,526,073

Electronic

Equipment,

Instruments

Components

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

249,865,990

—

249,865,990

Energy

Equipment

Services

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

49,877,394

29,686,100

—

79,563,494

Food

Products

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

30,038,620

—

30,038,620

Ground

Transportation

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

59,120,264

—

59,120,264

Health

Care

Equipment

Supplies

.........

63,679,809

—

63,679,809

Hotel

Resort

REITs

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

8,178,066

—

8,178,066

Hotels,

Restaurants

Leisure

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

173,079,384

36,921,309

—

210,000,693

Household

Durables

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

85,149,286

—

85,149,286

Industrial

REITs

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

6,180,017

—

6,180,017

Insurance

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

247,386,661

—

247,386,661

Leisure

Products

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

146,647,691

—

146,647,691

Machinery

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

250,793,754

—

250,793,754

Media

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

54,611,345

—

54,611,345

Metals

Mining

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

70,857,236

—

70,857,236

Multi-Utilities

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

30,983,538

—

30,983,538

Office

REITs

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

57,167,655

—

57,167,655

Oil,

Gas

Consumable

Fuels

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

91,186,766

—

91,186,766

Paper

Forest

Products

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

16,257,874

—

16,257,874

Real

Estate

Management

Development

....

16,977,384

—

16,977,384

Retail

REITs

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

32,761,646

—

32,761,646

Semiconductors

Semiconductor

Equipment

50,185,042

—

50,185,042

Software

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

79,109,074

—

79,109,074

Specialty

Retail

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

32,408,814

—

32,408,814

Textiles,

Apparel

Luxury

Goods

..........

32,738,814

—

32,738,814

Trading

Companies

Distributors

..........

91,627,363

—

91,627,363

Fair

Value

Measurements

(continued)

Franklin

Value

Investors

Trust

Notes

Financial

Statements

franklintempleton.com

Annual

Report

Subsequent

Events

The

Funds

have

evaluated

subsequent

events

through

the

issuance

the

financial

statements

and

determined

that

events

have

occurred

that

require

disclosure.

Abbreviations

Level

Total

Franklin

Small

Cap

Value

Fund

(continued)

Assets:

(continued)

Investments

Securities:

(continued)

Short

Term

Investments

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

64,241,279

—

64,241,279

Total

Investments

Securities

...........

$3,873,254,878

$230,941,206

$—

$4,104,196,084

Includes

foreign

securities

valued

$8,630,909,

which

were

categorized

Level

result

the

application

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

information.

Includes

foreign

securities

valued

$31,304,296,

which

were

categorized

Level

result

the

application

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

information.

Includes

foreign

securities

valued

$230,941,206,

which

were

categorized

Level

result

the

application

market

level

fair

value

procedures.

See

the

Financial

Instrument

Valuation

note

for

information.

Selected

Portfolio

REIT

Real

Estate

Investment

Trust

Fair

Value

Measurements

(continued)

Franklin

Value

Investors

Trust

Report

Independent

Registered

Public

Accounting

Firm

franklintempleton.com

Annual

Report

the

Board

Trustees

Franklin

Value

Investors

Trust

and

Shareholders

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(formerly

Franklin

MicroCap

Value

Fund),

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund,

and

Franklin

Small

Cap

Value

Fund:

Opinion

the

Financial

Statements

have

audited

the

accompanying

statements

assets

and

liabilities

Franklin

Value

Investors

Trust

(the

“Trust”)

(comprising

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(formerly

Franklin

MicroCap

Value

Fund),

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund,

and

Franklin

Small

Cap

Value

Fund

(collectively

referred

the

“Funds”)),

including

the

schedules

investments,

October

31,

2024,

and

the

statements

operations

for

the

year

then

ended,

the

statements

changes

net

assets

for

each

the

two

years

the

period

then

ended,

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

and

the

notes

(collectively

referred

the

“financial

statements”).

our

opinion,

the

financial

statements

present

fairly,

all

material

respects,

the

financial

position

each

the

Funds

comprising

Franklin

Value

Investors

Trust

October

31,

2024,

the

results

their

operations

for

the

year

then

ended,

changes

their

net

assets

for

each

the

two

years

the

period

then

ended,

and

their

financial

highlights

for

each

the

five

years

the

period

then

ended,

conformity

with

U.S.

generally

accepted

accounting

principles.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

the

Trust’s

management.

Our

responsibility

express

opinion

the

Funds’

financial

statements

based

our

audits.

are

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

("PCAOB")

and

are

required

independent

with

respect

the

Trust

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

the

Securities

and

Exchange

Commission

and

the

PCAOB.

conducted

our

audits

accordance

with

the

standards

the

PCAOB.

Those

standards

require

that

plan

and

perform

the

audit

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

material

misstatement,

whether

due

error

fraud.

The

Trust

not

required

have,

nor

were

engaged

perform,

audit

the

Trust’s

internal

control

over

financial

reporting.

part

our

audits,

are

required

obtain

understanding

internal

control

over

financial

reporting,

but

not

for

the

purpose

expressing

opinion

the

effectiveness

the

Trust’s

internal

control

over

financial

reporting.

Accordingly,

express

such

opinion.

Our

audits

included

performing

procedures

assess

the

risks

material

misstatement

the

financial

statements,

whether

due

error

fraud,

and

performing

procedures

that

respond

those

risks.

Such

procedures

included

examining,

test

basis,

evidence

regarding

the

amounts

and

disclosures

the

financial

statements.

Our

procedures

included

confirmation

securities

owned

October

31,

2024,

correspondence

with

the

custodian,

brokers

and

others;

when

replies

were

not

received

from

brokers

and

others,

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

management,

well

evaluating

the

overall

presentation

the

financial

statements.

believe

that

our

audits

provide

reasonable

basis

for

our

opinion.

have

served

the

auditor

one

Franklin

investment

companies

since

1987.

Boston,

Massachusetts

December

20,

2024

Franklin

Value

Investors

Trust

Tax

Information

(unaudited)

franklintempleton.com

Annual

Report

mid-February,

tax

information

shareholder's

proportionate

distributions

paid

during

the

preceding

calendar

year

will

received,

applicable.

Please

also

refer

www.franklintempleton.com

for

per

tax

information

any

distributions

paid

during

the

preceding

calendar

year.

Shareholders

are

advised

consult

with

their

tax

advisors

for

further

information

the

treatment

these

amounts

their

tax

returns.

The

following

tax

information

for

the

Funds

required

furnished

shareholders

with

respect

income

earned

and

distributions

paid

during their

fiscal

year.

The

Funds

hereby

report

the

following

amounts,

subsequently

determined

different,

the

maximum

allowable

amounts,

for

the

fiscal

year

ended

October

31,

2024:

Pursuant

to:

Franklin

Mutual

Small-Mid

Cap

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)

$12,813,210

$9,214,026

$87,580,372

Income

Eligible

for

Dividends

Received

Deduction

(DRD)

§854(b)(1)(A)

$2,433,827

$11,949,636

$54,642,600

Qualified

Dividend

Income

Earned

(QDI)

§854(b)(1)(B)

$2,803,501

$13,836,491

$70,850,664

Short-Term

Capital

Gain

Dividends

Distributed

§871(k)(2)(C)

$135,125

$1,083,152

$69,089,950

Franklin

Value

Investors

Trust

franklintempleton.com

Annual

Report

FRANKLIN

VALUE

INVESTORS

TRUST

(EACH

SERIES

SUCH

TRUST,

“FUND”)

The

Board

Trustees

(Board),

including

majority

trustees

that

are

not

“interested

persons”

such

term

defined

section

2(a)(19)

the

Investment

Company

Act

1940

(hereinafter

referred

“independent

trustees”),

in-person

meeting

held

May

21,

2024,

unanimously

approved

the

renewal

each

Fund’s

investment

management

agreement.

Prior

meeting

all

the

trustees

for

the

purpose

considering

such

renewal,

the

independent

trustees

participated

two

other

meetings

held

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

the

investment

manager

(including

portfolio

managers),

the

transfer

agent

and

shareholder

services

group

and

the

distributor.

approving

the

renewal

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

the

agreement

was

the

best

interests

each

Fund

and

its

shareholders.

part

the

approval

process,

the

Board

considered

the

process

undertaken

and

information

provided

during

its

consideration

and

approval

February

27,

2024

the

amendment

the

investment

management

agreement

with

for

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(formerly,

Franklin

MicroCap

Value

Fund)

and

the

amendment

the

schedule

the

fee

waiver

and/or

expense

reimbursement

agreement

with

the

investment

manager.

Such

amendments

(i)

reduced

the

investment

management

fees

from

0.75%

the

value

all

net

assets

0.70%

for

the

initial

investment

management

fee

rate

for

the

value

net

assets

and

including

$500

million

and

added

breakpoint

for

the

value

net

assets

excess

$500

million

0.65%,

and

(ii)

established

cap

the

fee

waiver

and

expense

limitation

arrangement

0.90%,

effective

May

22,

2024,

respectively.

These

amendments

were

made

connection

with

the

repositioning

the

Fund

small-

mid

cap

value

strategy.

The

Board

noted

that

the

nature

and

quality

the

overall

services

provided,

and

provided,

the

investment

manager

result

the

amendments

would

not

negatively

affected.

the

February

27,

2024

meeting,

the

Board

determined

that,

after

consideration

the

factors

discussed

and

presented,

the

services

provided

were

reasonable

relation

the

fees

paid

under

the

investment

management

agreement

plus

any

benefits

that

may

accrue

the

investment

manager

that

the

fees

and

benefits

were

within

the

range

what

could

have

been

negotiated

arms-length

for

these

services,

and

that

the

terms

the

investment

management

agreement,

amended,

were

fair

and

reasonable.

Changes

and

Disagreements

with

Accountants

For

the

period

covered

this

report

Not

applicable.

Results

Meeting(s)

Shareholders

For

the

period

covered

this

report

Not

applicable.

Remuneration

Paid

Directors,

Officers

and

Others

For

the

period

covered

this

report

Refer

the

financial

statements

included

herein.

Board

Approval

Management

and

Subadvisory

Agreements

For

the

period

covered

this

report

Franklin

Value

Investors

Trust

franklintempleton.com

Annual

Report

reaching

their

decision

the

investment

management

agreement,

the

trustees

took

into

account

information

furnished

throughout

the

year

Board

meetings,

well

information

specifically

requested

and

furnished

for

the

renewal

process,

which

culminated

the

meetings

referred

above

for

the

specific

purpose

considering

such

agreement.

Information

furnished

throughout

the

year

included,

among

others,

reports

each

Fund’s

investment

performance,

expenses,

portfolio

composition,

portfolio

brokerage

execution,

client

commission

arrangements,

derivatives,

securities

lending,

portfolio

turnover,

Rule

12b-1

plan,

distribution,

shareholder

servicing,

legal

and

compliance

matters,

pricing

securities,

sales

and

redemptions,

and

marketing

support

payments

made

financial

intermediaries,

well

third-party

survey

transfer

agent

fees

charged

funds

within

the

Franklin

Templeton

(FT)

complex

comparison

those

charged

other

fund

complexes

deemed

comparable.

Also,

financial

statements

and

other

information

about

the

scope

and

quality

services

provided

the

investment

manager

and

its

affiliates

and

enhancements

such

services

over

the

past

year

were

provided.

addition,

the

trustees

received

periodic

reports

throughout

the

year

and

during

the

renewal

process

relating

compliance

with

the

Funds’

investment

policies

and

restrictions.

During

the

renewal

process,

the

independent

trustees

considered

the

investment

manager’s

methods

operation

within

the

group

and

its

activities

behalf

other

clients.

The

Board

also

reviewed

and

considered

annual

report

payments

made

the

Funds

financial

intermediaries,

well

memorandum

relating

third-party

servicing

arrangements.

The

Board

acknowledged

the

ongoing

integration

the

Putnam

family

funds

into

the

family

funds

and

management’s

continued

development

strategies

address

areas

heightened

concern

the

mutual

fund

industry,

including

various

regulatory

initiatives

and

continuing

geopolitical

concerns.

The

information

obtained

the

trustees

during

the

renewal

process

also

included

special

report

prepared

Broadridge

Financial

Solutions,

Inc.,

independent

third-party

analyst

that

utilizes

data

from

Lipper,

Inc.

(Lipper),

comparing

each

Fund’s

investment

performance

and

expenses

with

those

other

mutual

funds

deemed

comparable

such

Fund

selected

Lipper

(Broadridge

Section

15(c)

Report).

The

trustees

reviewed

the

Broadridge

Section

15(c)

Report

and

its

usefulness

the

renewal

process

with

respect

matters

such

comparative

fees,

expenses,

expense

ratios,

performance

and

volatility.

They

concluded

that

the

report

continues

reliable

resource

the

performance

their

duties.

However,

result

the

repositioning

the

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(formerly,

Franklin

MicroCap

Value

Fund)

small-mid

cap

value

strategy

fund

and

the

fact

that

the

changes

the

Fund’s

investment

management

fees

and

fee

waiver

and

expense

limitation

arrangement

were

not

reflected

the

Broadridge

Section

15(c)

Report,

the

Board

assigned

less

weight

the

Broadridge

Section

15(c)

Report

with

respect

such

Fund.

addition,

the

trustees

received

Profitability

Study

(Profitability

Study)

prepared

management

discussing

the

profitability

from

its

overall

U.S.

fund

operations,

well

individual

fund-by-fund

basis.

Over

the

past

year,

the

Board

and

counsel

the

independent

trustees

continued

receive

reports

management’s

handling

recent

regulatory

inquiries

and

pending

legal

actions

against

the

investment

manager

and

its

affiliates.

The

independent

trustees

were

satisfied

with

the

actions

taken

date

management

response

such

regulatory

and

legal

matters.

The

trustees

reviewed

the

personnel,

operations,

financial

condition

and

investment

management

capabilities,

methodologies

and

resources

the

investment

manager.

part

this

review,

particular

attention

was

given

management’s

diligent

risk

management

program,

including

continual

monitoring

and

management

cybersecurity,

liquidity

and

counterparty

credit

risk,

and

attention

given

derivatives

and

other

complex

instruments

that

are

held

and

expected

held

each

Fund

and

how

such

instruments

are

used

carry

out

each

Fund’s

investment

goal(s).

The

Board

also

took

into

account,

among

other

things,

management’s

efforts

establishing

global

credit

facility

for

the

benefit

the

Funds

and

other

accounts

managed

provide

source

cash

for

temporary

and

emergency

purposes

meet

unusual

redemption

requests

well

the

strong

financial

position

the

investment

manager’s

parent

company

and

its

commitment

the

mutual

fund

business.

The

Board

noted

management’s

continuing

efforts

and

expenditures

establishing

effective

business

continuity

plans

and

developing

strategies

address

areas

heightened

concern

the

mutual

fund

industry,

such

cybersecurity

and

liquidity

risk

management.

The

Board

acknowledged

management’s

continued

development

strategies

address

areas

heightened

concern

the

mutual

fund

industry,

including

various

regulatory

initiatives

and

continuing

geopolitical

concerns.

The

Board

also

recognized

management’s

commitment

facilitating

Board

oversight

particular

areas,

including

derivatives

and

payments

intermediaries,

enhanced

reporting.

Franklin

Value

Investors

Trust

franklintempleton.com

Annual

Report

addition

the

above

and

other

matters

considered

the

trustees

throughout

the

course

the

year,

the

following

discussion

relates

certain

primary

factors

relevant

the

Board’s

decision.

This

discussion

the

information

and

factors

considered

the

Board

(including

the

information

and

factors

discussed

above)

not

intended

exhaustive,

but

rather

summarizes

certain

factors

considered

the

Board.

view

the

wide

variety

factors

considered,

the

Board

did

not,

unless

otherwise

noted,

find

practicable

quantify

otherwise

assign

relative

weights

the

foregoing

factors.

addition,

individual

trustees

may

have

assigned

different

weights

various

factors.

NATURE,

EXTENT

AND

QUALITY

SERVICES.

The

trustees

reviewed

the

nature,

extent

and

quality

the

services

provided,

and

provided,

the

investment

manager.

The

trustees

cited

the

investment

manager’s

ability

implement

each

Fund’s

disciplined

value

investment

approach

and

its

long-term

relationship

with

each

Fund

reasons

that

shareholders

choose

invest,

and

remain

invested,

the

Funds.

The

trustees

reviewed

each

Fund’s

portfolio

management

team,

including

its

performance,

staffing,

skills

and

compensation

program.

With

respect

portfolio

manager

compensation,

management

assured

the

trustees

that

each

Fund’s

long-term

performance

significant

component

incentive-based

compensation

and

noted

that

portion

portfolio

manager’s

incentive-based

compensation

paid

pre-

designated

funds

from

the

portfolio

manager’s

fund

management

area.

The

trustees

noted

that

the

portfolio

manager

compensation

program

aligned

the

interests

the

portfolio

managers

with

that

shareholders

the

Funds.

The

trustees

discussed

with

management

various

other

products,

portfolios

and

entities

that

are

advised

the

investment

manager

and

the

allocation

assets

and

expenses

among

and

within

them,

well

their

relative

fees

and

reasons

for

differences

with

respect

thereto

and

any

potential

conflicts.

During

regular

Board

meetings

and

the

aforementioned

meetings

the

independent

trustees,

the

trustees

received

reports

and

presentations

the

investment

manager’s

best

execution

trading

policies.

The

trustees

considered

periodic

reports

provided

them

showing

that

the

investment

manager

complied

with

the

investment

policies

and

restrictions

each

Fund

well

other

reports

periodically

furnished

the

Board

covering

matters

such

the

compliance

portfolio

managers

and

other

management

personnel

with

the

code

ethics

covering

the

investment

management

personnel,

the

adherence

fair

value

pricing

procedures

established

the

Board

and

the

accuracy

net

asset

value

calculations.

The

Board

noted

the

extent

the

benefits

provided

the

Funds’

shareholders

from

being

part

the

group

funds,

including

the

right

exchange

investments

between

funds

(same

class)

without

sales

charge,

the

ability

reinvest

dividends

from

any

the

Funds

into

other

funds

and

the

right

combine

holdings

other

funds

obtain

reduced

sales

charges.

The

Board

specifically

noted

FT’s

commitment

technological

innovation

and

advancement,

including

its

initiative

create

new

enterprise-wide

artificial

intelligence

platform.

The

Board

also

noted

the

investment

manager’s

significant

efforts

developing

and

implementing

compliance

procedures

established

accordance

with

SEC

and

other

requirements.

The

Board

considered

the

nature,

extent

and

quality

the

services

provided

under

each

Fund’s

other

service

agreements

determine

that,

overall

basis,

Fund

shareholders

were

well

served.

this

connection,

the

Board

also

took

into

account

transfer

agent

and

shareholder

services

provided

the

Funds’

shareholders

affiliate

the

investment

manager,

and

favorable

periodic

reports

shareholder

services

conducted

independent

third

parties.

While

such

considerations

directly

affected

the

trustees’

decision

renewing

each

Fund’s

transfer

agent

and

shareholder

services

agreement,

the

Board

also

considered

these

commitments

incidental

benefits

Fund

shareholders

deriving

from

the

investment

management

relationship.

Based

their

review,

the

trustees

were

satisfied

with

the

nature

and

quality

the

overall

services

provided,

and

provided,

the

investment

manager

and

its

affiliates

each

Fund

and

its

shareholders

and

were

confident

the

abilities

the

management

team

continue

the

disciplined

value

investment

approach

each

Fund

and

provide

quality

services

such

Fund

and

its

shareholders.

INVESTMENT

PERFORMANCE.

The

trustees

reviewed

and

placed

significant

emphasis

the

investment

performance

the

Funds

over

the

one-,

three-,

five-

and

10-year

periods

ended

December

31,

2023.

They

considered

the

history

performance

each

Fund

relative

various

benchmarks.

part

their

review,

they

inquired

management

regarding

benchmarks

and

restrictions

permitted

investments.

Consideration

was

also

given

performance

the

context

available

levels

cash

during

the

periods.

Franklin

Value

Investors

Trust

franklintempleton.com

Annual

Report

The

trustees

had

meetings

during

the

year,

including

the

meetings

referred

above

held

connection

with

the

renewal

process,

with

each

Fund’s

portfolio

managers

discuss

performance

and

the

management

such

Fund.

addition

the

materials

provided

management

connection

with

the

renewal

process,

the

independent

trustees

requested

throughout

the

year

(and

received)

additional

presentations

from

the

investment

manager

and

senior

management

regarding

the

performance

the

investment

manager

and

the

Funds.

part

these

presentations,

the

investment

manager

and

senior

management

reviewed

enhancements

that

have

been

made,

and

are

being

made,

the

investment

manager’s

investment

process.

Particular

attention

assessing

performance

was

given

the

Broadridge

Section

15(c)

Report.

That

report

showed

the

investment

performance

each

Fund

(Class

shares)

comparison

other

funds

determined

comparable

Lipper.

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund.

The

comparable

funds

the

Fund,

chosen

Lipper,

included

all

retail

and

institutional

mid-cap

value

funds.

The

Fund

had

total

returns

the

lowest

performing

quintile

for

the

one-year

period

ended

December

31,

2023,

had

annualized

total

returns

for

the

three-year

period

the

second-lowest

performing

quintile,

and

had

annualized

total

returns

for

the

five-

and

10-year

periods

also

the

lowest

performing

quintile.

The

trustees

also

compared

Fund

performance

other

industry

benchmarks,

including

measures

risk-adjusted

performance

fund,

part

their

evaluation

investment

performance.

The

trustees

discussed

with

management

the

reasons

for

the

relative

underperformance

for

the

one-,

three-,

five-

and

10-year

periods

ended

December

31,

2023.

While

disappointed

with

the

Fund’s

relative

underperformance,

the

Board

did

not

believe

that

any

changes

with

respect

the

Fund

were

warranted

the

time,

particularly

light

the

continued

enhancements

the

investment

manager’s

personnel

and

investment

process

(including

recent

enhancements

the

research

process).

The

Board

noted

that

would

continue

monitor

future

performance.

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(Formerly,

Franklin

MicroCap

Value

Fund).

The

comparable

funds

the

Fund,

chosen

Lipper,

included

all

retail

and

institutional

small-cap

value

funds.

The

Fund

had

total

returns

the

lowest

performing

quintile

for

the

one-year

period

ended

December

31,

2023,

had

annualized

total

returns

for

the

three-

and

five-

year

periods

the

middle

performing

quintile,

and

had

annualized

total

returns

for

the

10-year

period

the

second-lowest

performing

quintile.

The

trustees

discussed

with

management

the

reasons

for

the

relative

underperformance

for

the

one-

and

10-year

periods

ended

December

31,

2023.

The

trustees

also

compared

Fund

performance

other

industry

benchmarks,

including

measures

risk-adjusted

performance

fund,

part

their

evaluation

investment

performance.

While

disappointed

with

the

Fund’s

relative

underperformance,

the

Board

noted

that

the

Board

had

recently

approved

proposal

reposition

the

Fund

small-mid

cap

value

strategy

fund.

The

Board

did

not

believe

that

any

additional

changes

with

respect

the

Fund

were

warranted

the

time,

particularly

light

the

ongoing

repositioning.

The

Board

noted

that

would

continue

monitor

future

performance

and

implementation

the

repositioning.

Franklin

Small

Cap

Value

Fund.

The

comparable

funds

the

Fund,

chosen

Lipper,

included

all

retail

and

institutional

small-cap

value

funds.

The

Fund

had

total

returns

the

second-lowest

performing

quintile

for

the

one-year

period

ended

December

31,

2023,

had

annualized

total

returns

for

the

10-year

period

the

middle

performing

quintile,

had

annualized

total

returns

for

the

five-year

period

also

the

second-lowest

performing

quintile,

and

had

annualized

total

returns

for

the

three-year

period

the

lowest

performing

quintile.

The

trustees

discussed

with

management

the

reasons

for

the

relative

underperformance

for

the

one-,

three-,

and

five-year

periods

ended

December

31,

2023.

The

trustees

also

compared

Fund

performance

other

industry

benchmarks,

including

measures

risk-adjusted

performance

fund,

part

their

evaluation

investment

performance.

The

trustees

discussed

with

management

the

reasons

for

the

relative

underperformance

for

the

one-,

three-

and

five-year

periods

ended

December

31,

2023.

While

disappointed

with

the

Fund’s

relative

underperformance,

the

Board

did

not

believe

that

any

changes

with

respect

the

Fund

were

warranted

the

time,

particularly

light

the

continued

enhancements

the

investment

manager’s

personnel

and

investment

process

(including

recent

enhancements

the

research

process).

The

Board

noted

that

would

continue

monitor

future

performance.

COMPARATIVE

EXPENSES

AND

MANAGEMENT

PROFITABILITY.

The

trustees

considered

the

cost

the

services

provided

and

provided

and

the

profits

realized

the

investment

manager

and

its

affiliates

from

their

respective

relationships

with

each

Fund.

part

the

renewal

process,

the

trustees

explored

with

management

the

trends

expense

ratios

over

the

past

three

fiscal

years

and

the

reasons

for

any

increases

each

Fund’s

expense

ratios

(or

components

Franklin

Value

Investors

Trust

franklintempleton.com

Annual

Report

thereof).

considering

the

appropriateness

the

management

fees

and

other

expenses

charged

each

Fund,

the

Board

took

into

account

various

factors

including

investment

performance

and

matters

relating

each

Fund’s

operations,

including,

but

not

limited

to,

the

quality

and

experience

its

portfolio

managers

and

research

staff.

Consideration

was

also

given

comparative

analysis

the

Broadridge

Section

15(c)

Report

the

investment

management

fee

and

total

expense

ratio

each

Fund

comparison

those

group

other

funds

selected

Lipper

its

appropriate

Lipper

expense

group.

Lipper

expense

data

based

upon

information

taken

from

each

fund’s

most

recent

annual

report,

which

reflects

historical

asset

levels

that

may

quite

different

from

those

currently

existing,

particularly

period

market

volatility.

While

recognizing

such

inherent

limitation

and

the

fact

that

expense

ratios

generally

increase

assets

decline

and

decrease

assets

grow,

the

Board

believed

the

independent

analysis

conducted

Lipper

appropriate

measure

comparative

expenses.

reviewing

comparative

costs,

emphasis

was

given

each

Fund’s

contractual

management

fees

comparison

the

contractual

management

fees

that

would

have

been

charged

other

funds

within

its

Lipper

expense

group

assuming

they

were

similar

size

such

Fund,

well

the

actual

total

expenses

each

Fund

comparison

those

its

Lipper

expense

group.

The

Lipper

contractual

management

fee

analysis

includes

administrative

charges

being

part

the

management

fee,

and

total

expenses,

for

comparative

consistency,

are

shown

Lipper

for

each

Fund’s

Class

shares.

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund.

The

Fund’s

contractual

management

fee

rate

was

the

least

expensive

quintile

its

Lipper

expense

group

and

its

total

expenses

were

also

the

least

expensive

quintile

such

group.

The

Board

was

satisfied

with

such

comparative

fees

and

expenses.

Franklin

Mutual

Small-Mid

Cap

Value

Fund

(Formerly,

Franklin

MicroCap

Value

Fund).

The

Fund’s

contractual

management

fee

rate

was

the

second-least

expensive

quintile

its

Lipper

expense

group

and

its

total

expenses

were

also

the

second-least

expensive

quintile

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

the

least

expensive

quintile

its

Lipper

expense

group

and

its

total

expenses

were

also

the

least

expensive

quintile

such

group.

The

Board

was

satisfied

with

such

comparative

fees

and

expenses.

The

trustees

also

reviewed

the

Profitability

Study

addressing

profitability

Franklin

Resources,

Inc.

(FRI),

from

its

overall

U.S.

fund

business,

well

profitability

each

Fund’s

investment

manager

and

its

affiliates,

from

providing

investment

management

and

other

services

each

Fund

during

the

12-month

period

ended

September

30,

2023,

the

most

recent

fiscal

year-end

FRI.

The

trustees

reviewed

the

basis

which

such

reports

are

prepared

and

the

cost

allocation

methodology

utilized

the

Profitability

Study,

being

recognized

that

allocation

methodologies

may

each

reasonable

while

producing

different

results.

The

Board

also

noted

that

independent

registered

public

accounting

firm

has

been

engaged

the

investment

manager

periodically

review

and

assess

the

allocation

methodologies

used

solely

the

Board

with

respect

the

profitability

analysis.

The

independent

trustees

met

with

management

discuss

the

Profitability

Study.

This

included,

among

other

things,

comparison

investment

management

income

with

investment

management

expenses

each

Fund;

comparison

underwriting

revenues

and

expenses;

the

relative

relationship

investment

management

and

underwriting

expenses;

shareholder

servicing

profitability;

economies

scale;

and

the

relative

contribution

each

Fund

the

profitability

the

investment

manager

and

its

parent.

discussing

the

Profitability

Study

with

the

Board,

the

investment

manager

stated

its

belief

that

the

costs

incurred

establishing

the

infrastructure

necessary

operate

the

type

mutual

fund

operations

conducted

and

its

affiliates

may

not

fully

reflected

the

expenses

allocated

each

Fund

determining

its

profitability.

The

Board

considered

management’s

outsourcing

certain

operations,

which

effort

has

required

considerable

up-front

expenditures

the

investment

manager

but,

over

the

long

run,

expected

result

greater

efficiencies.

The

Board

also

took

into

account

management’s

expenditures

improving

shareholder

services

provided

each

Fund,

well

the

need

meet

additional

regulatory

and

compliance

requirements

resulting

from

recent

Securities

and

Exchange

Commission

and

other

regulatory

requirements.

The

trustees

also

considered

the

extent

which

the

investment

manager

may

derive

ancillary

benefits

from

the

Funds’

operations,

including

those

derived

from

economies

scale,

discussed

below,

the

allocation

each

Fund’s

brokerage

and

the

use

commission

dollars

pay

for

research

and

other

similar

services.

Franklin

Value

Investors

Trust

franklintempleton.com

Annual

Report

Based

upon

their

consideration

all

these

factors,

the

trustees

determined

that

the

level

profits

realized

the

investment

manager

and

its

affiliates

providing

services

each

Fund

was

not

excessive

view

the

nature,

quality

and

extent

services

provided.

ECONOMIES

SCALE.

The

Board

considered

economies

scale

realized

the

investment

manager

and

its

affiliates

the

Funds

grow

larger

and

the

extent

which

they

are

shared

with

the

Funds’

shareholders,

for

example,

the

level

the

investment

management

fees

charged,

the

quality

and

efficiency

services

rendered

and

increased

capital

commitments

benefiting

the

Funds

directly

indirectly.

While

recognizing

that

any

precise

determination

inherently

subjective,

the

trustees

noted

that,

based

upon

the

Profitability

Study,

some

funds

increase

size,

some

point

economies

scale

may

result

the

investment

manager

realizing

larger

profit

margin

investment

management

services

provided

such

fund.

The

trustees

also

noted

that

benefits

economies

scale

will

shared

with

each

Fund’s

shareholders

due

the

decline

the

effective

investment

management

fee

rate

breakpoints

are

achieved

such

Fund.

The

trustees

noted

that

breakpoints

had

been

instituted

part

each

Fund’s

investment

management

fees

and

that

the

Board

regularly

evaluates

whether

additional

breakpoints

are

appropriate.

For

Small-Mid

Cap

Value

Fund

(formerly,

Franklin

MicroCap

Value

Fund),

the

trustees

assessed

the

newly

established

breakpoint

and

believed

was

appropriate

and

they

agreed

continue

monitor

the

appropriateness

the

breakpoint.

For

Franklin

Mutual

U.S.

Mid

Cap

Value

Fund

and

Franklin

Small

Cap

Value

Fund,

the

trustees

assessed

the

savings

shareholders

resulting

from

such

breakpoints

and

believed

they

were,

and

continue

be,

appropriate

and

they

agreed

continue

monitor

the

appropriateness

the

breakpoints.

The

trustees

also

considered

the

effects

increase

assets

under

management

would

have

the

investment

management

fees

and

expense

ratio

each

Fund.

the

extent

further

economies

scale

may

realized

the

investment

manager

and

its

affiliates,

the

Board

believed

the

investment

management

fees

provide

sharing

benefits

with

each

Fund

and

its

shareholders.

CONCLUSION

Based

its

review,

consideration

and

evaluation

all

factors

believed

relevant,

including

the

above-described

factors

and

conclusions,

the

Board

unanimously

approved

the

continuation

each

Fund’s

investment

management

agreement

for

additional

one-year

period.

FVIT-AFSOI

12/24

2024

Franklin

Templeton.

All

rights

reserved.

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

The information is disclosed as part of the Financial Statements included in Item 7 of this Form N-CSR.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. N/A

Item 13. Portfolio Managers of Closed-End Management Investment Companies. N/A

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. N/A

Item 15. 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 16. 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 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Company. N/A

Item 18. Recovery of Erroneously Awarded Compensation.

(a) N/A

(b) N/A

Item 19. Exhibits.

(a) (1) Code of Ethics

(a) (2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer - Finance and Administration, and Jefferey White, Chief Financial Officer, Chief Accounting Officer and Treasurer

(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer - Finance and Administration, and Jefferey White, Chief Financial Officer, Chief Accounting Officer and Treasurer

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/ CHRISTOPHER KINGS
	Christopher Kings
	Chief Executive Officer - Finance and Administration

Date	December 27, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ CHRISTOPHER KINGS
	Christopher Kings
	Chief Executive Officer - Finance and Administration

Date	December 27, 2024

By	/s/ JEFFERY WHITE
	Jeffery White
	Chief Financial Officer, Chief Accounting Officer and Treasurer

Date	December 27, 2024

Franklin Value Investors Trust N-CSRCertified annual shareholder report (management investment company)