UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-04894
Franklin Managed 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: 9/30
Date of reporting period: 9/30/23
Item 1. Reports to Stockholders.
a.)
The following is a copy of the report transmitted to shareholders pursuant to Rule30e-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30e-1.)
b.)
Include a copy of each notice transmitted to stockholders in reliance on Rule 30e-3 under the Act (17 CFR 270.30e-3) that contains disclosures specified by paragraph (c)(3) of that rule.
Not Applicable
.
ANNUAL
REPORT
AND
SHAREHOLDER
LETTER
Franklin
Rising
Dividends
Fund
A
Series
of
Franklin
Managed
Trust
September
30,
2023
Not
FDIC
Insured
May
Lose
Value
No
Bank
Guarantee
.
The
Securities
and
Exchange
Commission
has
adopted
new
regulations
that
will
result
in
changes
to
the
design
and
delivery
of
annual
and
semiannual
shareholder
reports
beginning
in
July
2024.
If
you
have
previously
elected
to
receive
shareholder
reports
electronically,
you
will
continue
to
do
so
and
need
not
take
any
action.
Otherwise,
paper
copies
of
the
Fund’s
shareholder
reports
will
be
mailed
to
you
beginning
in
July
2024.
If
you
would
like
to
receive
shareholder
reports
and
other
communications
from
the
Fund
electronically
instead
of
by
mail,
you
may
make
that
request
at
any
time
by
contacting
your
financial
intermediary
(such
as
a
broker-dealer
or
bank)
or,
if
you
are
a
direct
investor,
enrolling
at
franklintempleton.com.
You
may
access
franklintempleton.com
by
scanning
the
code
below.
Franklin
Managed
Trust
1
franklintempleton.com
Annual
Report
SHAREHOLDER
LETTER
Dear
Shareholder,
We
are
pleased
to
provide
the
annual
report
of
Franklin
Rising
Dividends
Fund
for
the
12-month
reporting
period
ended
September
30,
2023.
Please
read
on
for
a
detailed
look
at
prevailing
economic
and
market
conditions
during
the
Fund’s
reporting
period
and
to
learn
how
those
conditions
have
affected
Fund
performance.
As
always,
we
remain
committed
to
providing
you
with
excellent
service
and
a
full
spectrum
of
investment
choices.
We
also
remain
committed
to
supplementing
the
support
you
receive
from
your
financial
advisor.
One
way
we
accomplish
this
is
through
our
website,
www.franklintempleton.
com.
Here
you
can
gain
immediate
access
to
market
and
investment
information,
including:
•
Fund
prices
and
performance.
•
Market
insights
and
commentaries
from
our
portfolio
Managers,
and
•
A
host
of
educational
resources.
We
look
forward
to
helping
you
meet
your
financial
goals.
Sincerely,
Nicholas
P.
B.
Getaz,
CFA
Senior
Vice
President
Portfolio
Manager
Franklin
Managed
Trust
Matthew
D.
Quinlan
Senior
Vice
President
Portfolio
Manager
Franklin
Managed
Trust
CFA
®
is
a
trademark
owned
by
CFA
Institute.
franklintempleton.com
Annual
Report
2
Contents
Fund
Overview
3
Performance
Summary
6
Your
Fund’s
Expenses
9
Financial
Highlights
and
Schedule
of
Investments
10
Financial
Statements
18
Notes
to
Financial
Statements
22
Report
of
Independent
Registered
Public
Accounting
Firm
30
Tax
Information
31
Board
Members
and
Officers
32
Shareholder
Information
37
Visit
franklintempleton.com
for
fund
updates,
to
access
your
account,
or
to
find
helpful
financial
planning
tools.
3
franklintempleton.com
Annual
Report
1.
Source:
Morningstar.
The
index
is
unmanaged
and
includes
reinvestment
of
any
income
or
distributions.
It
does
not
reflect
any
fees,
expenses
or
sales
charges.
One
cannot
invest
directly
in
an
index,
and
an
index
is
not
representative
of
the
Fund’s
portfolio.
See
www.franklintempletondatasources.com
for
additional
data
provider
information.
The
dollar
value,
number
of
shares
or
principal
amount,
and
names
of
all
portfolio
holdings
are
listed
in
the
Fund’s
Schedule
of
Investments
(SOI).
The
SOI
begins
on
page
15
.
Franklin
Rising
Dividends
Fund
Fund
Overview
Q.
What
is
the
Fund’s
investment
strategy?
A.
We
base
our
investment
strategy
on
our
belief
that
companies
with
consistently
rising
dividends
should,
over
time,
also
experience
stock
price
appreciation.
We
select
portfolio
securities
based
on
several
criteria.
To
be
eligible
for
purchase,
stocks
generally
will
pass
certain
screening
criteria,
such
as
consistent
and
substantial
dividend
increases,
reinvested
earnings,
and
long-term
debt
that
is
no
more
than
50%
of
total
capitalization
or
senior
debt
that
has
been
rated
investment
grade
by
at
least
one
of
the
major
bond
rating
organizations.
We
seek
fundamentally
sound
companies
that
meet
our
standards
and
attempt
to
acquire
them
at
what
we
believe
are
attractive
prices.
Q.
What
were
the
overall
market
conditions
during
the
Fund’s
reporting
period?
A.
U.S.
equities,
as
measured
by
the
Standard
&
Poor’s
®
500
Index
(S&P
500
®
),
posted
a
21.62%
total
return
during
the
12-month
period.
Technology
stocks
led
equity
prices
higher,
rallying
amid
cost-cutting
efforts
and
investor
optimism
that
artificial
intelligence
(“AI”)
would
lead
to
strong
growth
opportunities.
U.S.
gross
domestic
product
(GDP)
expanded
in
the
fourth
quarter
of
2022
and
the
first
half
of
2023
amid
rising
business
investment
and
resilient
consumer
spending
on
services.
The
labor
market
remained
strong
amid
a
high
level
of
nominal
growth,
keeping
U.S.
unemployment
very
low
by
historic
standards.
Inflation
declined
substantially
but
remained
elevated
throughout
(and
rebounded
slightly
at
period
end).
Rising
wages
and
lower
inflation
bolstered
consumer
confidence,
contributing
to
increased
spending
and
economic
growth.
Nonetheless,
continued
tightness
in
the
labor
market
led
to
concern
that
high
interest
rates
would
persist
for
some
time.
High
interest
rates
translated
to
elevated
borrowing
costs
for
individuals
and
businesses,
which
dampened
some
economic
activity,
especially
in
the
housing
and
financial
markets.
In
its
efforts
to
reduce
inflation,
the
U.S.
Federal
Reserve
(Fed)
restricted
monetary
policy
during
the
period,
raising
the
federal
funds
target
rate
six
times
to
a
range
of
5.25%–5.50%,
and
pushing
borrowing
costs
to
their
highest
levels
since
2001.
However,
at
two
of
its
meetings,
the
Fed
declined
to
adjust
interest
rates,
indicating
that
the
pace
of
tightening
was
slowing.
Toward
the
end
of
the
period,
investor
risk
appetite
soured
as
it
became
clearer
that
the
Fed
intends
to
hold
interest
rates
higher
for
longer
than
investors
had
previously
expected,
and
markets
gave
back
some
of
their
gains.
Q.
How
did
we
respond
to
these
changing
market
conditions?
A.
We
maintain
a
fundamental,
long-term
perspective
and
a
disciplined
approach
in
our
investment
process,
balanced
with
an
emphasis
on
risk
management
and
portfolio
diversification.
The
goal
is
to
reduce
volatility
and
provide
an
“all-weather”
approach
across
full
market
cycles.
While
markets
advanced
over
the
period,
the
breadth
of
gains
was
constrained,
led
by
a
small
group
of
stocks.
Furthermore,
the
level
of
uncertainty
surrounding
the
possibility
of
slowing
economic
growth
was
ever-present:
After
all,
that
is
the
function
of
tightening
monetary
policy.
As
a
result,
we
worked
to
maintain
balance
in
the
portfolio,
to
provide
resilience
and
risk
management
through
changing—and
sometimes
difficult—environments.
As
always,
we
focus
on
the
long
term,
investing
in
high-quality
companies
with
strong
business
models,
growing
dividends
and
attractive
cash-
flow
generation
capabilities.
We
seek
opportunities
through
companies
that
can
benefit
in
part
from
their
exposure
to
secular
growth
themes
that
we
believe
can
provide
excellent
capital
appreciation
opportunities
over
the
longer
term.
Performance
Overview
For
the
12
months
under
review,
the
Fund’s
Class
A
shares
posted
a
+15.99%
cumulative
total
return.
In
comparison,
the
Fund’s
benchmark,
the
Standard
&
Poor’s
500
Index
(S&P
500
®
),
which
is
a
market
capitalization-weighted
index
of
500
stocks
designed
to
measure
total
U.S.
equity
market
performance,
posted
a
+21.62%
cumulative
total
return.
1
You
can
find
more
of
the
Fund’s
performance
data
in
the
Performance
Summary
beginning
on
page
6
.
Performance
data
represent
past
performance,
which
does
not
guarantee
future
results.
Investment
return
and
principal
value
will
fluctuate,
and
you
may
have
a
gain
or
loss
when
you
sell
your
shares.
Current
performance
may
differ
from
figures
shown.
For
most
recent
month-end
performance,
go
to
franklintempleton.com
or
call
(800)
342-5236
Franklin
Rising
Dividends
Fund
4
franklintempleton.com
Annual
Report
Q.
What
were
the
leading
contributors
to
performance?
A.
Over
the
12-month
period
under
review,
contributors
to
relative
performance
at
the
sector
level
included
an
underweight
allocation
and
stock
selection
in
financials,
lack
of
exposure
to
utilities,
and
a
combination
of
below-
benchmark
exposure
and
stock
selection
in
consumer
discretionary.
Germany-based
industrial
gasses
giant
Linde
was
a
top
contributor.
The
company
repeatedly
grew
earnings
faster
than
expectations
and
raised
2023
guidance,
benefiting
from
growing
demand
from
electronics
manufacturers
and
higher
pricing
amid
a
global
focus
on
infrastructure
investment.
The
company,
which
is
expected
to
benefit
from
the
clean
energy
transition
in
the
United
States
and
elsewhere,
announced
plans
to
invest
as
much
as
US$50
billion
in
clean
energy
projects
over
the
next
decade.
Shares
of
drug
packaging
and
delivery
company
West
Pharmaceutical
Services
advanced
sharply,
also
supported
by
stronger-than-expected
financial
results
and
raised
guidance,
and
bolstered
by
particular
strength
in
its
generics
segment.
Although
its
COVID-19-related
business
has
waned,
the
company’s
base
business
growth
has
been
strong,
supported
by
proprietary,
high-value
products.
Roper
Technologies,
a
diversified
technology
company
in
the
software
industry,
benefited
from
its
acquisition-
driven,
asset-light
business
model,
which
targets
software
businesses
in
niche
markets
with
strong
recurring
revenues.
The
company
repeatedly
beat
earnings
estimates
and
raised
guidance,
highlighting
its
expectations
for
recent
acquisitions
such
as
Replicon
(not
a
Fund
holding),
slated
to
close
this
year,
which
the
Fund
managers
believe
will
help
strengthen
Roper’s
software-as-a-service
(SaaS)
businesses.
Roper’s
technology-enabled
products
segment,
which
includes
its
Neptune
water
meters
business,
has
also
showed
strong
sales
growth,
highlighting
the
company’s
less
software-
focused
businesses.
Q.
What
were
the
leading
detractors
from
performance?
A.
Over
the
12-month
period
under
review,
relative
performance
was
adversely
affected
by
stock
selection
and
an
underweight
in
information
technology
(IT),
stock
selection
in
industrials,
and
lack
of
exposure
to
communication
services.
The
key
driver
of
relative
underperformance
during
the
period
was
the
Fund’s
lack
of
exposure
to
several
heavily
weighted,
growth-
and
technology-oriented
index
constituents—including
chipmaker
Nvidia,
Meta
Platforms
and
Google
parent
Alphabet—that
advanced
sharply
to
lead
markets.
Many
of
the
leading
stocks
were
viewed
as
poised
to
benefit
from
the
rise
of
AI.
Within
the
portfolio,
lithium
producer
Albemarle
was
a
key
relative
detractor
during
the
period,
weighed
down
by
falling
prices
for
lithium,
a
key
raw
material
for
electric
vehicle
(EV)
batteries
that
reached
record
highs
in
2022
before
flirting
with
two-year
lows
at
period-end.
While
the
company’s
earnings
in
2023
have
largely
exceeded
expectations,
lithium
prices
drove
management
to
reduce
its
full-year
guidance.
Retailer
Target
also
detracted
from
relative
Fund
performance
during
the
reporting
period.
The
company’s
calendar
2022
margins
were
weaker
than
expected
amid
heavy
discounting,
and
while
its
2023
earnings
generally
beat
consensus
estimates,
Target’s
exposure
to
broader
Portfolio
Composition
9/30/23
%
of
Total
Net
Assets
Software
13.3%
Health
Care
Equipment
&
Supplies
9.6%
Chemicals
9.2%
Semiconductors
&
Semiconductor
Equipment
5.2%
Specialty
Retail
3.8%
Oil,
Gas
&
Consumable
Fuels
3.6%
Aerospace
&
Defense
3.3%
Health
Care
Providers
&
Services
3.3%
Consumer
Staples
Distribution
&
Retail
3.0%
Life
Sciences
Tools
&
Services
2.9%
IT
Services
2.8%
Household
Products
2.8%
Financial
Services
2.6%
Hotels,
Restaurants
&
Leisure
2.5%
Other
*
28.3%
Short-Term
Investments
&
Other
Net
Assets
3.8%
*
Categories
within
the
Other
category
are
listed
in
full
in
the
Fund's
Schedule
of
Investments
(SOI),
which
can
be
found
later
in
this
report.
Top
10
Holdings
9/30/23
Company
Industry
%
of
Total
Net
Assets
a
a
Microsoft
Corp.
9.2%
Software
Roper
Technologies,
Inc.
4.1%
Software
Linde
plc
3.8%
Chemicals
Stryker
Corp.
3.6%
Health
Care
Equipment
&
Supplies
UnitedHealth
Group,
Inc.
3.1%
Health
Care
Providers
&
Services
Accenture
plc
2.8%
IT
Services
Analog
Devices,
Inc.
2.7%
Semiconductors
&
Semiconductor
Equipment
Visa,
Inc.
2.6%
Financial
Services
Becton
Dickinson
&
Co.
2.6%
Health
Care
Equipment
&
Supplies
Air
Products
and
Chemicals,
Inc.
2.6%
Chemicals
Franklin
Rising
Dividends
Fund
5
franklintempleton.com
Annual
Report
consumer
discretionary
trends
weighed
on
shares
amid
concerns
about
pressure
on
consumer
spending
for
discretionary
items
such
as
furniture
and
electronics.
A
sharp
increase
in
theft,
called
shrink,
has
also
impacted
results.
Q.
Were
there
any
significant
changes
to
the
Fund
during
the
reporting
period?
A.
During
the
12-month
period,
we
did
not
initiate
any
new
positions.
We
exited
water
treatment
and
management
company
Pentair.
In
working
to
maintain
balance,
diversification
and
risk
management,
we
did
make
a
number
of
position
changes.
For
example,
we
added
to
a
pair
of
health
care
names,
insurer
UnitedHealth
group
and
science
and
technology
conglomerate
Danaher.
The
sector
has
underperformed
over
the
last
year,
and
we
took
the
opportunity
to
increase
exposure
to
some
names
that
we
believe
have
been
overlooked
or
undervalued.
We
also
added
to
our
position
in
food
giant
Mondelez
International,
a
high-quality
consumer
staples
stock
that
we
believe
is
well-positioned
to
outperform
amid
slowing
global
growth.
Conversely,
we
trimmed
a
number
of
holdings,
many
of
which
have
performed
very
well,
in
an
effort
to
keep
position
sizes
balanced
and
ensure
that
the
portfolio
does
not
become
overextended.
Examples
would
include
several
technology
names,
such
as
semiconductor
design
and
manufacturing
companies
Analog
Devices
and
Texas
Instruments.
Those
stocks
were,
along
with
others
we
trimmed,
outperforming
the
broader
market,
but
we
lowered
exposure
amid
concerns
about
position
size
and/or
high
relative
valuations.
We
also
trimmed
a
number
of
positions
in
the
name
of
risk
management.
These
would
include
lithium
producer
Albemarle
and
business
services
provider
Cintas,
in
an
effort
to
take
some
risk
off
the
table
and
focus
on
stocks
with
what
we
perceive
as
having
a
narrower
range
of
outcomes.
As
always,
the
goal
is
to
find
a
balance
between
attractive
secular
growth
opportunities
which
can
generate
strong
returns
through
a
market
expansion,
while
also
providing
the
stability
of
consistent
dividend
growth
in
difficult
market
environments.
Thank
you
for
your
participation
in
Franklin
Rising
Dividends
Fund.
We
look
forward
to
continuing
to
serve
your
investment
needs.
Nicholas
P.
B.
Getaz,
CFA
Co-Lead
Portfolio
Manager
Matthew
D.
Quinlan
Co-Lead
Portfolio
Manager
Amritha
Kasturirangan,
CFA
Nayan
Sheth,
CFA
Portfolio
Management
Team
The
foregoing
information
reflects
our
analysis,
opinions
and
portfolio
holdings
as
of
September
30,
2023,
the
end
of
the
reporting
period.
The
way
we
implement
our
main
investment
strategies
and
the
resulting
portfolio
holdings
may
change
depending
on
factors
such
as
market
and
economic
conditions.
These
opinions
may
not
be
relied
upon
as
investment
advice
or
an
offer
for
a
particular
security.
The
information
is
not
a
complete
analysis
of
every
aspect
of
any
market,
country,
industry,
security
or
the
Fund.
Statements
of
fact
are
from
sources
considered
reliable,
but
the
investment
manager
makes
no
representation
or
warranty
as
to
their
completeness
or
accuracy.
Although
historical
performance
is
no
guarantee
of
future
results,
these
insights
may
help
you
understand
our
investment
management
philosophy.
Performance
Summary
as
of
September
30,
2023
Franklin
Rising
Dividends
Fund
6
franklintempleton.com
Annual
Report
The
performance
table
and
graphs
do
not
reflect
any
taxes
that
a
shareholder
would
pay
on
Fund
dividends,
capital
gain
distributions,
if
any,
or
any
realized
gains
on
the
sale
of
Fund
shares.
Total
return
reflects
reinvestment
of
the
Fund’s
dividends
and
capital
gain
distributions,
if
any,
and
any
unrealized
gains
or
losses.
Your
dividend
income
will
vary
depending
on
dividends
or
interest
paid
by
securities
in
the
Fund’s
portfolio,
adjusted
for
operating
expenses
of
each
class.
Capital
gain
distributions
are
net
profits
realized
from
the
sale
of
portfolio
securities.
Performance
as
of
9/30/23
1
Cumulative
total
return
excludes
sales
charges.
Average
annual
total
return
includes
maximum
sales
charges.
Sales
charges
will
vary
depending
on
the
size
of
the
investment
and
the
class
of
share
purchased.
The
maximum
is
5.50%
and
the
minimum
is
0%.
Class
A:
5.50%
maximum
initial
sales
charge;
Advisor
Class:
no
sales
charges.
For
other
share
classes,
visit
franklintempleton.com.
Performance
data
represent
past
performance,
which
does
not
guarantee
future
results.
Investment
return
and
principal
value
will
fluctuate,
and
you
may
have
a
gain
or
loss
when
you
sell
your
shares.
Current
performance
may
differ
from
figures
shown.
For
most
recent
month-end
performance,
go
to
franklintempleton.com
or
call
(800)
342-5236
.
Share
Class
Cumulative
Total
Return
2
Average
Annual
Total
Return
3
–
A
4
1-Year
+15.99%
+9.62%
5-Year
+53.12%
+7.67%
10-Year
+160.29%
+9.42%
Advisor
1-Year
+16.28%
+16.28%
5-Year
+55.04%
+9.17%
10-Year
+166.89%
+10.31%
See
page
8
for
Performance
Summary
footnotes.
Franklin
Rising
Dividends
Fund
Performance
Summary
7
franklintempleton.com
Annual
Report
See
page
8
for
Performance
Summary
footnotes.
Total
Return
Index
Comparison
for
a
Hypothetical
$10,000
Investment
1
Total
return
represents
the
change
in
value
of
an
investment
over
the
periods
shown.
It
includes
any
applicable
maximum
sales
charge,
Fund
expenses,
account
fees
and
reinvested
distributions.
The
unmanaged
index
includes
reinvestment
of
any
income
or
distributions.
It
differs
from
the
Fund
in
composition
and
does
not
pay
management
fees
or
expenses.
One
cannot
invest
directly
in
an
index.
Class
A
(9/30/13–9/30/23)
Advisor
Class
(9/30/13–9/30/23)
Franklin
Rising
Dividends
Fund
Performance
Summary
8
franklintempleton.com
Annual
Report
Each
class
of
shares
is
available
to
certain
eligible
investors
and
has
different
annual
fees
and
expenses,
as
described
in
the
prospectus.
Events
such
as
the
spread
of
deadly
diseases,
disasters,
and
financial,
political
or
social
disruptions,
may
heighten
risks
and
adversely
affect
performance.
All
investments
involve
risks,
including
possible
loss
of
principal.
The
investment
style
may
become
out
of
favor,
which
may
have
a
negative
impact
on
performance.
Dividends
may
fluctuate
and
are
not
guaranteed,
and
a
company
may
reduce
or
eliminate
its
dividend
at
any
time.
Small-
and
mid-cap
stocks
involve
greater
risks
and
volatility
than
large-cap
stocks.
The
manager
may
consider
environmental,
social
and
governance
(ESG)
criteria
in
the
research
or
investment
process;
however,
ESG
considerations
may
not
be
a
determinative
factor
in
security
selection.
In
addition,
the
manager
may
not
assess
every
investment
for
ESG
criteria,
and
not
every
ESG
factor
may
be
identified
or
evaluated.
These
and
other
risks
are
discussed
in
the
Fund’s
prospectus.
1.
The
total
annual
operating
expenses
are
sourced
from
the
Fund's
prospectus
available
at
the
time
of
publication.
Actual
expenses
may
be
higher
and
may
impact
portfolio
returns.
2.
Cumulative
total
return
represents
the
change
in
value
of
an
investment
over
the
periods
indicated.
3.
Average
annual
total
return
represents
the
average
annual
change
in
value
of
an
investment
over
the
periods
indicated.
Return
for
less
than
one
year,
if
any,
has
not
been
annualized.
4.
Prior
to
9/10/18,
these
shares
were
offered
at
a
higher
initial
sales
charge
of
5.75%,
thus
actual
returns
(with
sales
charges)
would
have
differed.
Average
annual
total
returns
(with
sales
charges)
have
been
restated
to
reflect
the
current
maximum
initial
sales
charge
of
5.50%.
5.
Source:
FactSet.
The
S&P
500
is
a
market
capitalization-weighted
index
of
500
stocks
designed
to
measure
total
U.S.
equity
market
performance.
6.
Figures
are
as
stated
in
the
Fund’s
current
prospectus
and
may
differ
from
the
expense
ratios
disclosed
in
the
Your
Fund’s
Expenses
and
Financial
Highlights
sections
in
this
report.
In
periods
of
market
volatility,
assets
may
decline
significantly,
causing
total
annual
Fund
operating
expenses
to
become
higher
than
the
figures
shown.
See
www.franklintempletondatasources.com
for
additional
data
provider
information.
Distributions
(10/1/22–9/30/23)
Share
Class
Net
Investment
Income
Long-Term
Capital
Gain
Total
A
$0.8296
$3.3352
$4.1648
C
$0.1908
$3.3352
$3.5260
R
$0.6210
$3.3352
$3.9562
R6
$1.1048
$3.3352
$4.4400
Advisor
$1.0402
$3.3352
$4.3754
Total
Annual
Operating
Expenses
6
Share
Class
A
0.84%
Advisor
0.59%
Your
Fund’s
Expenses
Franklin
Rising
Dividends
Fund
9
franklintempleton.com
Annual
Report
As
a
Fund
shareholder,
you
can
incur
two
types
of
costs:
(1)
transaction
costs,
including
sales
charges
(loads)
on
Fund
purchases
and
redemptions;
and
(2)
ongoing
Fund
costs,
including
management
fees,
distribution
and
service
(12b-1)
fees,
and
other
Fund
expenses.
All
mutual
funds
have
ongoing
costs,
sometimes
referred
to
as
operating
expenses.
The
table
below
shows
ongoing
costs
of
investing
in
the
Fund
and
can
help
you
understand
these
costs
and
compare
them
with
those
of
other
mutual
funds.
The
table
assumes
a
$1,000
investment
held
for
the
six
months
indicated.
Actual
Fund
Expenses
The
table
below
provides
information
about
actual
account
values
and
actual
expenses
in
the
columns
under
the
heading
“Actual.”
In
these
columns
the
Fund’s
actual
return,
which
includes
the
effect
of
Fund
expenses,
is
used
to
calculate
the
“Ending
Account
Value”
for
each
class
of
shares.
You
can
estimate
the
expenses
you
paid
during
the
period
by
following
these
steps
(
of
course,
your
account
value
and
expenses
will
differ
from
those
in
this
illustration
):
Divide
your
account
value
by
$1,000
(
if
your
account
had
an
$8,600
value,
then
$8,600
÷
$1,000
=
8.6
).
Then
multiply
the
result
by
the
number
in
the
row
for
your
class
of
shares
under
the
headings
“Actual”
and
“Expenses
Paid
During
Period”
(
if
Actual
Expenses
Paid
During
Period
were
$7.50,
then
8.6
x
$7.50
=
$64.50
).
In
this
illustration,
the
actual
expenses
paid
this
period
are
$64.50.
Hypothetical
Example
for
Comparison
with
Other
Funds
Under
the
heading
“Hypothetical”
in
the
table,
information
is
provided
about
hypothetical
account
values
and
hypothetical
expenses
based
on
the
Fund’s
actual
expense
ratio
and
an
assumed
rate
of
return
of
5%
per
year
before
expenses,
which
is
not
the
Fund’s
actual
return.
This
information
may
not
be
used
to
estimate
the
actual
ending
account
balance
or
expenses
you
paid
for
the
period,
but
it
can
help
you
compare
ongoing
costs
of
investing
in
the
Fund
with
those
of
other
funds.
To
do
so,
compare
this
5%
hypothetical
example
for
the
class
of
shares
you
hold
with
the
5%
hypothetical
examples
that
appear
in
the
shareholder
reports
of
other
funds.
Please
note
that
expenses
shown
in
the
table
are
meant
to
highlight
ongoing
costs
and
do
not
reflect
any
transactional
costs.
Therefore,
information
under
the
heading
“Hypothetical”
is
useful
in
comparing
ongoing
costs
only,
and
will
not
help
you
compare
total
costs
of
owning
different
funds.
In
addition,
if
transactional
costs
were
included,
your
total
costs
would
have
been
higher.
1.
Expenses
are
equal
to
the
annualized
expense
ratio
for
the
six-month
period
as
indicated
above—in
the
far
right
column—multiplied
by
the
simple
average
account
value
over
the
period
indicated,
and
then
multiplied
by
183/365
to
reflect
the
one-half
year
period.
2.
Reflects
expenses
after
fee
waivers
and
expense
reimbursements.
Does
not
include
acquired
fund
fees
and
expenses.
Actual
(actual
return
after
expenses)
Hypothetical
(5%
annual
return
before
expenses)
Share
Class
Beginning
Account
Value
4/1/23
Ending
Account
Value
9/30/23
Expenses
Paid
During
Period
4/1/23–9/30/23
1,2
Ending
Account
Value
9/30/23
Expenses
Paid
During
Period
4/1/23–9/30/23
1,2
a
Net
Annualized
Expense
Ratio
2
A
$1,000
$990.00
$4.11
$1,020.94
$4.17
0.82%
C
$1,000
$986.40
$7.83
$1,017.18
$7.95
1.57%
R
$1,000
$988.90
$5.35
$1,019.69
$5.43
1.07%
R6
$1,000
$991.60
$2.55
$1,022.51
$2.59
0.51%
Advisor
$1,000
$991.30
$2.86
$1,022.19
$2.91
0.57%
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
10
f
a
Year
Ended
September
30,
2023
2022
2021
2020
2019
Class
A
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$76.32
$90.55
$72.25
$67.81
$66.02
Income
from
investment
operations
a
:
Net
investment
income
b
.........................
0.94
0.76
0.63
0.69
0.73
Net
realized
and
unrealized
gains
(losses)
...........
11.20
(10.61)
18.30
5.84
3.97
Total
from
investment
operations
....................
12.14
(9.85)
18.93
6.53
4.70
Less
distributions
from:
Net
investment
income
..........................
(0.83)
(0.64)
(0.63)
(0.71)
(0.75)
Net
realized
gains
.............................
(3.34)
(3.74)
—
(1.38)
(2.16)
Total
distributions
...............................
(4.17)
(4.38)
(0.63)
(2.09)
(2.91)
Net
asset
value,
end
of
year
.......................
$84.29
$76.32
$90.55
$72.25
$67.81
Total
return
c
...................................
15.99%
(11.63)%
26.31%
9.97%
7.55%
Ratios
to
average
net
assets
Expenses
before
waiver
and
payments
by
affiliates
......
0.84%
0.84%
0.85%
0.86%
0.87%
Expenses
net
of
waiver
and
payments
by
affiliates
d
......
0.83%
0.84%
e
0.85%
e
0.86%
e
0.87%
e
Net
investment
income
...........................
1.11%
0.86%
0.74%
1.02%
1.16%
Supplemental
data
Net
assets,
end
of
year
(000’s)
.....................
$17,081,636
$15,339,642
$17,819,162
$14,152,903
$13,214,451
Portfolio
turnover
rate
............................
1.88%
3.02%
f
5.04%
9.11%
2.65%
a
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statement
of
Operations
for
the
period
due
to
the
timing
of
sales
and
repurchases
of
the
Fund’s
shares
in
relation
to
income
earned
and/or
fluctuating
fair
value
of
the
investments
of
the
Fund.
b
Based
on
average
daily
shares
outstanding.
c
Total
return
does
not
reflect
sales
commissions
or
contingent
deferred
sales
charges,
if
applicable.
d
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
e
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
f
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
11
a
Year
Ended
September
30,
2023
2022
2021
2020
2019
Class
C
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$74.58
$88.67
$70.77
$66.43
$64.73
Income
from
investment
operations
a
:
Net
investment
income
(loss)
b
....................
0.29
0.09
(—)
c
0.18
0.25
Net
realized
and
unrealized
gains
(losses)
...........
10.97
(10.38)
17.95
5.75
3.88
Total
from
investment
operations
....................
11.26
(10.29)
17.95
5.93
4.13
Less
distributions
from:
Net
investment
income
..........................
(0.19)
(0.06)
(0.05)
(0.21)
(0.27)
Net
realized
gains
.............................
(3.34)
(3.74)
—
(1.38)
(2.16)
Total
distributions
...............................
(3.53)
(3.80)
(0.05)
(1.59)
(2.43)
Net
asset
value,
end
of
year
.......................
$82.31
$74.58
$88.67
$70.77
$66.43
Total
return
d
...................................
15.15%
(12.31)%
25.37%
9.13%
6.75%
Ratios
to
average
net
assets
Expenses
before
waiver
and
payments
by
affiliates
......
1.59%
1.59%
1.60%
1.61%
1.62%
Expenses
net
of
waiver
and
payments
by
affiliates
e
......
1.58%
1.59%
f
1.60%
f
1.61%
f
1.62%
f
Net
investment
income
(loss)
......................
0.35%
0.10%
(—)%
g
0.28%
0.41%
Supplemental
data
Net
assets,
end
of
year
(000’s)
.....................
$925,650
$1,101,919
$1,572,738
$1,963,672
$2,375,567
Portfolio
turnover
rate
............................
1.88%
3.02%
h
5.04%
9.11%
2.65%
a
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statement
of
Operations
for
the
period
due
to
the
timing
of
sales
and
repurchases
of
the
Fund’s
shares
in
relation
to
income
earned
and/or
fluctuating
fair
value
of
the
investments
of
the
Fund.
b
Based
on
average
daily
shares
outstanding.
c
Amount
rounds
to
less
than
$0.01
per
share.
d
Total
return
does
not
reflect
sales
commissions
or
contingent
deferred
sales
charges,
if
applicable.
e
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
f
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
g
Rounds
to
less
than
0.01%.
h
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
12
a
Year
Ended
September
30,
2023
2022
2021
2020
2019
Class
R
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$76.02
$90.21
$71.98
$67.56
$65.78
Income
from
investment
operations
a
:
Net
investment
income
b
.........................
0.73
0.54
0.42
0.52
0.57
Net
realized
and
unrealized
gains
(losses)
...........
11.16
(10.59)
18.24
5.82
3.96
Total
from
investment
operations
....................
11.89
(10.05)
18.66
6.34
4.53
Less
distributions
from:
Net
investment
income
..........................
(0.62)
(0.40)
(0.43)
(0.54)
(0.59)
Net
realized
gains
.............................
(3.34)
(3.74)
—
(1.38)
(2.16)
Total
distributions
...............................
(3.96)
(4.14)
(0.43)
(1.92)
(2.75)
Net
asset
value,
end
of
year
.......................
$83.95
$76.02
$90.21
$71.98
$67.56
Total
return
....................................
15.72%
(11.87)%
26.00%
9.67%
7.28%
Ratios
to
average
net
assets
Expenses
before
waiver
and
payments
by
affiliates
......
1.09%
1.09%
1.10%
1.11%
1.12%
Expenses
net
of
waiver
and
payments
by
affiliates
c
......
1.08%
1.09%
d
1.10%
d
1.11%
d
1.12%
d
Net
investment
income
...........................
0.85%
0.61%
0.49%
0.78%
0.91%
Supplemental
data
Net
assets,
end
of
year
(000’s)
.....................
$168,492
$159,396
$192,325
$176,413
$194,827
Portfolio
turnover
rate
............................
1.88%
3.02%
e
5.04%
9.11%
2.65%
a
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statement
of
Operations
for
the
period
due
to
the
timing
of
sales
and
repurchases
of
the
Fund’s
shares
in
relation
to
income
earned
and/or
fluctuating
fair
value
of
the
investments
of
the
Fund.
b
Based
on
average
daily
shares
outstanding.
c
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
d
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
e
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
13
a
Year
Ended
September
30,
2023
2022
2021
2020
2019
Class
R6
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$76.27
$90.51
$72.21
$67.79
$65.97
Income
from
investment
operations
a
:
Net
investment
income
b
.........................
1.21
1.05
0.90
0.90
0.94
Net
realized
and
unrealized
gains
(losses)
...........
11.18
(10.62)
18.29
5.83
3.98
Total
from
investment
operations
....................
12.39
(9.57)
19.19
6.73
4.92
Less
distributions
from:
Net
investment
income
..........................
(1.10)
(0.93)
(0.89)
(0.93)
(0.94)
Net
realized
gains
.............................
(3.34)
(3.74)
—
(1.38)
(2.16)
Total
distributions
...............................
(4.44)
(4.67)
(0.89)
(2.31)
(3.10)
Net
asset
value,
end
of
year
.......................
$84.22
$76.27
$90.51
$72.21
$67.79
Total
return
....................................
16.36%
(11.35)%
26.72%
10.33%
7.91%
Ratios
to
average
net
assets
Expenses
before
waiver
and
payments
by
affiliates
......
0.52%
0.52%
0.53%
0.53%
0.53%
Expenses
net
of
waiver
and
payments
by
affiliates
c
......
0.51%
0.52%
d
0.53%
d
0.53%
d
0.53%
d
Net
investment
income
...........................
1.42%
1.19%
1.06%
1.35%
1.50%
Supplemental
data
Net
assets,
end
of
year
(000’s)
.....................
$2,923,672
$2,331,423
$2,510,987
$2,187,987
$1,852,106
Portfolio
turnover
rate
............................
1.88%
3.02%
e
5.04%
9.11%
2.65%
a
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statement
of
Operations
for
the
period
due
to
the
timing
of
sales
and
repurchases
of
the
Fund’s
shares
in
relation
to
income
earned
and/or
fluctuating
fair
value
of
the
investments
of
the
Fund.
b
Based
on
average
daily
shares
outstanding.
c
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
d
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
e
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
14
a
Year
Ended
September
30,
2023
2022
2021
2020
2019
Advisor
Class
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
year)
Net
asset
value,
beginning
of
year
...................
$76.27
$90.50
$72.21
$67.78
$65.98
Income
from
investment
operations
a
:
Net
investment
income
b
.........................
1.15
0.98
0.84
0.85
0.89
Net
realized
and
unrealized
gains
(losses)
...........
11.19
(10.61)
18.28
5.84
3.97
Total
from
investment
operations
....................
12.34
(9.63)
19.12
6.69
4.86
Less
distributions
from:
Net
investment
income
..........................
(1.04)
(0.86)
(0.83)
(0.88)
(0.90)
Net
realized
gains
.............................
(3.34)
(3.74)
—
(1.38)
(2.16)
Total
distributions
...............................
(4.38)
(4.60)
(0.83)
(2.26)
(3.06)
Net
asset
value,
end
of
year
.......................
$84.23
$76.27
$90.50
$72.21
$67.78
Total
return
....................................
16.28%
(11.41)%
26.62%
10.25%
7.82%
Ratios
to
average
net
assets
Expenses
before
waiver
and
payments
by
affiliates
......
0.59%
0.59%
0.60%
0.61%
0.62%
Expenses
net
of
waiver
and
payments
by
affiliates
c
......
0.58%
0.59%
d
0.60%
d
0.61%
d
0.62%
d
Net
investment
income
...........................
1.36%
1.11%
0.99%
1.28%
1.41%
Supplemental
data
Net
assets,
end
of
year
(000’s)
.....................
$3,878,570
$3,430,804
$4,295,258
$3,421,716
$3,282,003
Portfolio
turnover
rate
............................
1.88
%
3.02%
e
5.04%
9.11%
2.65%
a
The
amount
shown
for
a
share
outstanding
throughout
the
period
may
not
correlate
with
the
Statement
of
Operations
for
the
period
due
to
the
timing
of
sales
and
repurchases
of
the
Fund’s
shares
in
relation
to
income
earned
and/or
fluctuating
fair
value
of
the
investments
of
the
Fund.
b
Based
on
average
daily
shares
outstanding.
c
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
d
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
e
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
See
Note
3(h).
Franklin
Managed
Trust
Schedule
of
Investments,
September
30,
2023
Franklin
Rising
Dividends
Fund
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
15
a
a
Shares
a
Value
a
Common
Stocks
96.2%
Aerospace
&
Defense
3.3%
General
Dynamics
Corp.
..............................................
1,567,645
$
346,402,515
RTX
Corp.
........................................................
6,654,542
478,927,388
825,329,903
Air
Freight
&
Logistics
1.8%
United
Parcel
Service,
Inc.,
B
..........................................
2,953,352
460,338,976
Banks
1.5%
JPMorgan
Chase
&
Co.
...............................................
2,555,890
370,655,168
Beverages
1.9%
PepsiCo,
Inc.
......................................................
2,783,083
471,565,584
Biotechnology
1.5%
AbbVie,
Inc.
.......................................................
2,602,832
387,978,138
Building
Products
2.5%
Carlisle
Cos.,
Inc.
...................................................
1,017,507
263,798,865
Johnson
Controls
International
plc
.......................................
6,572,077
349,700,217
613,499,082
Capital
Markets
1.3%
Nasdaq,
Inc.
.......................................................
6,936,028
337,021,601
Chemicals
9.2%
Air
Products
and
Chemicals,
Inc.
........................................
2,263,140
641,373,876
Albemarle
Corp.
....................................................
1,421,116
241,646,564
Ecolab,
Inc.
........................................................
1,830,297
310,052,312
Linde
plc
..........................................................
2,545,334
947,755,114
Sherwin-Williams
Co.
(The)
............................................
641,874
163,709,964
2,304,537,830
Commercial
Services
&
Supplies
1.7%
Cintas
Corp.
.......................................................
860,023
413,679,663
Consumer
Staples
Distribution
&
Retail
3.0%
Target
Corp.
.......................................................
3,048,414
337,063,136
Walmart,
Inc.
......................................................
2,576,607
412,076,757
749,139,893
Electrical
Equipment
1.0%
nVent
Electric
plc
...................................................
4,935,265
261,519,692
Financial
Services
2.6%
Visa,
Inc.,
A
........................................................
2,872,121
660,616,551
Food
Products
2.4%
McCormick
&
Co.,
Inc.
...............................................
4,253,378
321,725,512
Mondelez
International,
Inc.,
A
..........................................
4,196,025
291,204,135
612,929,647
Ground
Transportation
2.0%
JB
Hunt
Transport
Services,
Inc.
........................................
1,173,960
221,314,939
Norfolk
Southern
Corp.
...............................................
1,362,167
268,251,548
489,566,487
Health
Care
Equipment
&
Supplies
9.6%
Abbott
Laboratories
..................................................
4,559,477
441,585,348
Becton
Dickinson
&
Co.
...............................................
2,520,300
651,573,159
Medtronic
plc
......................................................
5,094,090
399,172,892
Franklin
Managed
Trust
Schedule
of
Investments
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
16
a
a
Shares
a
Value
a
Common
Stocks
(continued)
Health
Care
Equipment
&
Supplies
(continued)
Stryker
Corp.
......................................................
3,291,974
$
899,597,735
2,391,929,134
Health
Care
Providers
&
Services
3.3%
CVS
Health
Corp.
...................................................
575,095
40,153,133
UnitedHealth
Group,
Inc.
..............................................
1,556,732
784,888,707
825,041,840
Hotels,
Restaurants
&
Leisure
2.5%
McDonald's
Corp.
...................................................
1,894,100
498,981,704
Starbucks
Corp.
....................................................
1,317,687
120,265,293
619,246,997
Household
Products
2.8%
Colgate-Palmolive
Co.
...............................................
3,618,390
257,303,713
Procter
&
Gamble
Co.
(The)
...........................................
2,959,991
431,744,287
689,048,000
Industrial
Conglomerates
2.2%
Honeywell
International,
Inc.
...........................................
2,996,092
553,498,036
Insurance
0.8%
Erie
Indemnity
Co.,
A
.................................................
723,978
212,697,497
IT
Services
2.8%
Accenture
plc,
A
....................................................
2,269,928
697,117,588
Life
Sciences
Tools
&
Services
2.9%
Danaher
Corp.
.....................................................
895,555
222,187,196
West
Pharmaceutical
Services,
Inc.
......................................
1,322,781
496,320,659
718,507,855
Machinery
1.9%
Donaldson
Co.,
Inc.
.................................................
2,464,317
146,971,866
Dover
Corp.
.......................................................
2,294,110
320,051,286
467,023,152
Oil,
Gas
&
Consumable
Fuels
3.6%
Chevron
Corp.
.....................................................
2,201,898
371,284,041
EOG
Resources,
Inc.
................................................
2,066,712
261,976,413
Exxon
Mobil
Corp.
...................................................
2,173,138
255,517,566
888,778,020
Pharmaceuticals
2.4%
Johnson
&
Johnson
.................................................
2,845,857
443,242,228
Pfizer,
Inc.
.........................................................
4,880,104
161,873,049
605,115,277
Semiconductors
&
Semiconductor
Equipment
5.2%
Analog
Devices,
Inc.
.................................................
3,885,400
680,294,686
Texas
Instruments,
Inc.
...............................................
3,848,273
611,913,890
1,292,208,576
Software
13.3%
Microsoft
Corp.
.....................................................
7,259,283
2,292,118,606
Roper
Technologies,
Inc.
..............................................
2,133,247
1,033,088,857
3,325,207,463
Specialty
Retail
3.8%
Lowe's
Cos.,
Inc.
....................................................
2,429,764
505,002,150
Franklin
Managed
Trust
Schedule
of
Investments
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
17
a
a
Shares
a
Value
a
Common
Stocks
(continued)
Specialty
Retail
(continued)
Ross
Stores,
Inc.
...................................................
3,868,972
$
437,000,387
942,002,537
Technology
Hardware,
Storage
&
Peripherals
0.3%
Apple,
Inc.
........................................................
430,708
73,741,517
Textiles,
Apparel
&
Luxury
Goods
1.5%
NIKE,
Inc.,
B
.......................................................
4,041,697
386,467,067
Trading
Companies
&
Distributors
1.6%
WW
Grainger,
Inc.
...................................................
567,266
392,457,309
Total
Common
Stocks
(Cost
$9,986,097,522)
....................................
24,038,466,080
a
a
a
a
Short
Term
Investments
3.7%
a
Money
Market
Funds
3.7%
a,b
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
5.019%
..................
927,810,935
927,810,935
Total
Money
Market
Funds
(Cost
$927,810,935)
.................................
927,810,935
Total
Short
Term
Investments
(Cost
$927,810,935
)
...............................
927,810,935
a
Total
Investments
(Cost
$10,913,908,457)
99.9%
................................
$24,966,277,015
Other
Assets,
less
Liabilities
0.1%
.............................................
11,742,817
Net
Assets
100.0%
...........................................................
$24,978,019,832
a
See
Note
3(f)
regarding
investments
in
affiliated
management
investment
companies.
b
The
rate
shown
is
the
annualized
seven-day
effective
yield
at
period
end.
Franklin
Managed
Trust
Financial
Statements
Statement
of
Assets
and
Liabilities
September
30,
2023
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
18
Franklin
Rising
Dividends
Fund
Assets:
Investments
in
securities:
Cost
-
Unaffiliated
issuers
...................................................................
$9,986,097,522
Cost
-
Non-controlled
affiliates
(Note
3
f
)
........................................................
927,810,935
Value
-
Unaffiliated
issuers
..................................................................
$24,038,466,080
Value
-
Non-controlled
affiliates
(Note
3
f
)
........................................................
927,810,935
Cash
....................................................................................
3,807,051
Receivables:
Investment
securities
sold
...................................................................
17,186,982
Capital
shares
sold
........................................................................
9,502,918
Dividends
...............................................................................
21,825,445
Total
assets
..........................................................................
25,018,599,411
Liabilities:
Payables:
Investment
securities
purchased
..............................................................
3,920,027
Capital
shares
redeemed
...................................................................
17,475,431
Management
fees
.........................................................................
10,127,669
Distribution
fees
..........................................................................
4,522,187
Transfer
agent
fees
........................................................................
3,716,504
Accrued
expenses
and
other
liabilities
...........................................................
817,761
Total
liabilities
.........................................................................
40,579,579
Net
assets,
at
value
.................................................................
$24,978,019,832
Net
assets
consist
of:
Paid-in
capital
.............................................................................
$10,045,709,718
Total
distributable
earnings
(losses)
.............................................................
14,932,310,114
Net
assets,
at
value
.................................................................
$24,978,019,832
Franklin
Managed
Trust
Financial
Statements
Statement
of
Assets
and
Liabilities
(continued)
September
30,
2023
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
19
Franklin
Rising
Dividends
Fund
Class
A:
Net
assets,
at
value
.......................................................................
$17,081,635,627
Shares
outstanding
........................................................................
202,651,195
Net
asset
value
per
share
a
..................................................................
$84.29
Maximum
offering
price
per
share
(net
asset
value
per
share
÷
94.50%)
................................
$89.20
Class
C:
Net
assets,
at
value
.......................................................................
$925,649,522
Shares
outstanding
........................................................................
11,246,302
Net
asset
value
and
maximum
offering
price
per
share
a
.............................................
$82.31
Class
R:
Net
assets,
at
value
.......................................................................
$168,491,940
Shares
outstanding
........................................................................
2,007,162
Net
asset
value
and
maximum
offering
price
per
share
.............................................
$83.95
Class
R6:
Net
assets,
at
value
.......................................................................
$2,923,672,466
Shares
outstanding
........................................................................
34,712,833
Net
asset
value
and
maximum
offering
price
per
share
.............................................
$84.22
Advisor
Class:
Net
assets,
at
value
.......................................................................
$3,878,570,277
Shares
outstanding
........................................................................
46,046,816
Net
asset
value
and
maximum
offering
price
per
share
.............................................
$84.23
a
Redemption
price
is
equal
to
net
asset
value
less
contingent
deferred
sales
charges,
if
applicable.
Franklin
Managed
Trust
Financial
Statements
Statement
of
Operations
for
the
year
ended
September
30,
2023
franklintempleton.com
Annual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
20
Franklin
Rising
Dividends
Fund
Investment
income:
Dividends:
Unaffiliated
issuers
........................................................................
$455,814,153
Non-controlled
affiliates
(Note
3
f
)
.............................................................
35,771,233
Total
investment
income
...................................................................
491,585,386
Expenses:
Management
fees
(Note
3
a
)
...................................................................
124,719,815
Distribution
fees:
(Note
3c
)
Class
A
................................................................................
43,444,149
Class
C
................................................................................
11,298,484
Class
R
................................................................................
879,270
Transfer
agent
fees:
(Note
3e
)
Class
A
................................................................................
15,541,050
Class
C
................................................................................
1,015,350
Class
R
................................................................................
157,430
Class
R6
...............................................................................
572,255
Advisor
Class
............................................................................
3,487,484
Custodian
fees
(Note
4
)
......................................................................
146,131
Reports
to
shareholders
fees
..................................................................
1,492,342
Registration
and
filing
fees
....................................................................
396,523
Professional
fees
...........................................................................
183,912
Trustees'
fees
and
expenses
..................................................................
305,740
Other
....................................................................................
571,259
Total
expenses
.........................................................................
204,211,194
Expense
reductions
(Note
4
)
...............................................................
(24,346)
Expenses
waived/paid
by
affiliates
(Note
3
f
and
3
g
)
..............................................
(2,992,538)
Net
expenses
.........................................................................
201,194,310
Net
investment
income
................................................................
290,391,076
Realized
and
unrealized
gains
(losses):
Net
realized
gain
(loss)
from:
Investments:
Unaffiliated
issuers
......................................................................
941,361,644
Foreign
currency
transactions
................................................................
964
Net
realized
gain
(loss)
..................................................................
941,362,608
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments:
Unaffiliated
issuers
......................................................................
2,349,565,860
Net
realized
and
unrealized
gain
(loss)
............................................................
3,290,928,468
Net
increase
(decrease)
in
net
assets
resulting
from
operations
..........................................
$3,581,319,544
Franklin
Managed
Trust
Financial
Statements
Statements
of
Changes
in
Net
Assets
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Annual
Report
21
Franklin
Rising
Dividends
Fund
Year
Ended
September
30,
2023
Year
Ended
September
30,
2022
Increase
(decrease)
in
net
assets:
Operations:
Net
investment
income
.................................................
$290,391,076
$234,433,889
Net
realized
gain
(loss)
.................................................
941,362,608
1,278,547,565
Net
change
in
unrealized
appreciation
(depreciation)
...........................
2,349,565,860
(4,474,200,147)
Net
increase
(decrease)
in
net
assets
resulting
from
operations
................
3,581,319,544
(2,961,218,693)
Distributions
to
shareholders:
Class
A
.............................................................
(835,720,058)
(862,415,074)
Class
C
.............................................................
(49,374,445)
(65,094,509)
Class
R
.............................................................
(8,195,796)
(8,722,290)
Class
R6
............................................................
(139,145,312)
(131,386,163)
Advisor
Class
........................................................
(197,448,806)
(217,740,560)
Total
distributions
to
shareholders
..........................................
(1,229,884,417)
(1,285,358,596)
Capital
share
transactions:
(Note
2
)
Class
A
.............................................................
128,492,798
408,932,122
Class
C
.............................................................
(296,513,962)
(252,821,540)
Class
R
.............................................................
(7,873,271)
(2,944,288)
Class
R6
............................................................
349,236,590
251,182,110
Advisor
Class
........................................................
90,058,355
(185,058,300)
Total
capital
share
transactions
............................................
263,400,510
219,290,104
Net
increase
(decrease)
in
net
assets
...................................
2,614,835,637
(4,027,287,185)
Net
assets:
Beginning
of
year
.......................................................
22,363,184,195
26,390,471,380
End
of
year
...........................................................
$24,978,019,832
$22,363,184,195
Franklin
Managed
Trust
Notes
to
Financial
Statements
Franklin
Rising
Dividends
Fund
22
franklintempleton.com
Annual
Report
1.
Organization
and
Significant
Accounting
Policies
Franklin
Managed
Trust (Trust)
is
registered
under
the
Investment
Company
Act
of
1940
(1940
Act)
as
an
open-
end
management
investment
company,
consisting
of
one
fund, Franklin
Rising
Dividends
Fund
(Fund).
The
Fund
follows
the
accounting
and
reporting
guidance
in
Financial
Accounting
Standards
Board
(FASB)
Accounting
Standards
Codification
Topic
946,
Financial
Services
–
Investment
Companies
(ASC
946)
and
applies
the
specialized
accounting
and
reporting
guidance
in
U.S.
Generally
Accepted
Accounting
Principles
(U.S.
GAAP),
including,
but
not
limited
to,
ASC
946.
The
Fund
offers
five
classes
of
shares:
Class
A,
Class
C,
Class
R,
Class
R6
and
Advisor
Class.
Class
C
shares
automatically
convert
to
Class
A
shares
on
a
monthly
basis,
after
they
have
been
held
for
8
years.
Each
class
of
shares
may
differ
by
its
initial
sales
load,
contingent
deferred
sales
charges,
voting
rights
on
matters
affecting
a
single
class,
its
exchange
privilege
and
fees
due
to
differing
arrangements
for
distribution
and
transfer
agent
fees.
The
following
summarizes
the
Fund’s
significant
accounting
policies.
a.
Financial
Instrument
Valuation
The
Fund's
investments
in
financial
instruments
are
carried
at
fair
value
daily.
Fair
value
is
the
price
that
would
be
received
to
sell
an
asset
or
paid
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
on
the
measurement
date.
The
Fund
calculates
the
net
asset
value
(NAV)
per
share
each business
day as
of
4
p.m.
Eastern
time
or
the
regularly
scheduled
close
of
the
New
York
Stock
Exchange
(NYSE),
whichever
is
earlier.
Under
compliance
policies
and
procedures
approved
by
the
Fund's
Board
of
Trustees
(the
Board),
the
Board
has
designated
the
Fund’s
investment
manager
as
the
valuation
designee
and
has
responsibility
for
oversight
of
valuation.
The
investment
manager
is
assisted
by
the
Fund’s
administrator
in
performing
this
responsibility,
including
leading
the
cross-
functional
Valuation
Committee
(VC).
The
Fund
may
utilize
independent
pricing
services,
quotations
from
securities
and
financial
instrument
dealers,
and
other
market
sources
to
determine
fair
value.
Equity
securities
listed
on
an
exchange
or
on
the
NASDAQ
National
Market
System
are
valued
at
the
last
quoted
sale
price
or
the
official
closing
price of
the
day,
respectively.
Foreign
equity
securities
are
valued
as
of
the
close
of
trading
on
the
foreign
stock
exchange
on
which
the
security
is
primarily
traded,
or
as
of
4
p.m.
Eastern
time.
The
value
is
then
converted
into
its
U.S.
dollar
equivalent
at
the
foreign
exchange
rate
in
effect
at
4
p.m.
Eastern
time
on
the
day
that
the
value
of
the
security
is
determined.
Over-the-counter
(OTC)
securities
are
valued
within
the
range
of
the
most
recent
quoted
bid
and
ask
prices.
Securities
that
trade
in
multiple
markets
or
on
multiple
exchanges
are
valued
according
to
the
broadest
and
most
representative
market.
Certain
equity
securities
are
valued
based
upon
fundamental
characteristics
or
relationships
to
similar
securities.
Investments
in open-end mutual
funds
are
valued
at
the
closing
NAV.
The
Fund
has
procedures
to
determine
the
fair
value
of
financial
instruments
for
which
market
prices
are
not
reliable
or
readily
available.
Under
these
procedures,
the Fund
primarily
employs
a
market-based
approach
which
may
use
related
or
comparable
assets
or
liabilities,
recent
transactions,
market
multiples,
and
other
relevant
information
for
the
investment
to
determine
the
fair
value
of
the
investment.
An
income-based
valuation
approach
may
also
be
used
in
which
the
anticipated
future
cash
flows
of
the
investment
are
discounted
to
calculate
fair
value.
Discounts
may
also
be
applied
due
to
the
nature
or
duration
of
any
restrictions
on
the
disposition
of
the
investments.
Due
to
the
inherent
uncertainty
of
valuations
of
such
investments,
the
fair
values
may
differ
significantly
from
the
values
that
would
have
been
used
had
an
active
market
existed.
Trading
in
securities
on
foreign
securities
stock
exchanges
and
OTC
markets
may
be
completed
before
4
p.m.
Eastern
time.
In
addition,
trading
in
certain
foreign
markets
may
not
take
place
on
every
Fund's
business
day.
Events
can occur
between
the
time
at
which
trading
in
a
foreign
security
is
completed
and
4
p.m.
Eastern
time
that
might
call
into
question
the
reliability
of
the
value
of
a
portfolio
security
held
by
the
Fund.
As
a
result,
differences
may
arise
between
the
value
of
the
Fund's
portfolio
securities
as
determined
at
the
foreign
market
close
and
the
latest
indications
of
value
at
4
p.m.
Eastern
time.
In
order
to
minimize
the
potential
for
these
differences,
an
independent
pricing
service
may
be
used
to
adjust
the
value
of
the
Fund's
portfolio
securities
to
the
latest
indications
of
fair
value
at 4
p.m.
Eastern
time.
When
the
last
day
of
the
reporting
period
is
a
non-business
day,
certain
foreign
markets
may
be
open
on
those
days
that
the
Fund's
NAV
is
not
calculated,
which
could
result
in
differences
between
the
value
of
the
Fund's
portfolio
Franklin
Managed
Trust
Notes
to
Financial
Statements
23
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
securities
on
the
last
business
day
and
the
last
calendar
day
of
the
reporting
period.
Any
security
valuation
changes
due
to
an
open
foreign
market
are
adjusted
and
reflected
by
the Fund
for
financial
reporting
purposes.
b.
Foreign
Currency
Translation
Portfolio
securities
and
other
assets
and
liabilities
denominated
in
foreign
currencies
are
translated
into
U.S.
dollars
based
on
the
exchange
rate
of
such
currencies
against
U.S.
dollars
on
the
date
of
valuation.
The
Fund
may
enter
into
foreign
currency
exchange
contracts
to
facilitate
transactions
denominated
in
a
foreign
currency.
Purchases
and
sales
of
securities,
income
and
expense
items
denominated
in
foreign
currencies
are
translated
into
U.S.
dollars
at
the
exchange
rate
in
effect
on
the
transaction
date.
Portfolio
securities
and
assets
and
liabilities
denominated
in
foreign
currencies
contain
risks
that
those
currencies
will
decline
in
value
relative
to
the
U.S.
dollar.
Occasionally,
events
may
impact
the
availability
or
reliability
of
foreign
exchange
rates
used
to
convert
the
U.S.
dollar
equivalent
value.
If
such
an
event
occurs,
the
foreign
exchange
rate
will
be
valued
at
fair
value
using
procedures
established
and
approved
by
the
Board.
The
Fund
does
not
separately
report
the
effect
of
changes
in
foreign
exchange
rates
from
changes
in
market
prices
on
securities
held.
Such
changes
are
included
in
net
realized
and
unrealized
gain
or
loss
from
investments
in
the
Statement of
Operations.
Realized
foreign
exchange
gains
or
losses
arise
from
sales
of
foreign
currencies,
currency
gains
or
losses
realized
between
the
trade
and
settlement
dates
on
securities
transactions
and
the
difference
between
the
recorded
amounts
of
dividends,
interest,
and
foreign
withholding
taxes
and
the
U.S.
dollar
equivalent
of
the
amounts
actually
received
or
paid.
Net
unrealized
foreign
exchange
gains
and
losses
arise
from
changes
in
foreign
exchange
rates
on
foreign
denominated
assets
and
liabilities
other
than
investments
in
securities
held
at
the
end
of
the
reporting
period.
c.
Income
and
Deferred
Taxes
It
is the
Fund's
policy
to
qualify
as
a
regulated
investment
company
under
the
Internal
Revenue
Code. The
Fund
intends
to
distribute
to
shareholders
substantially
all
of
its
taxable
income
and
net
realized
gains
to
relieve
it
from
federal
income
and excise
taxes.
As
a
result,
no
provision
for
U.S.
federal
income
taxes
is
required.
The Fund
may
be
subject
to
foreign
taxation
related
to
income
received,
capital
gains
on
the
sale
of
securities
and
certain
foreign
currency
transactions
in
the
foreign
jurisdictions
in
which
it
invests.
Foreign
taxes,
if
any,
are
recorded
based
on
the
tax
regulations
and
rates
that
exist
in
the
foreign
markets
in
which
the
Fund
invests.
When
a
capital
gain
tax
is
determined
to
apply,
the
Fund
records
an
estimated
deferred
tax
liability
in
an
amount
that
would
be
payable
if
the
securities
were
disposed
of
on
the
valuation
date.
The
Fund
may
recognize
an
income
tax
liability
related
to
its
uncertain
tax
positions
under
U.S.
GAAP
when
the
uncertain
tax
position
has
a
less
than
50%
probability
that
it
will
be
sustained
upon
examination
by
the
tax
authorities
based
on
its
technical
merits.
As
of
September
30,
2023,
the
Fund
has
determined
that
no
tax
liability
is
required
in
its
financial
statements
related
to
uncertain
tax
positions
for
any
open
tax
years
(or
expected
to
be
taken
in
future
tax
years).
Open
tax
years
are
those
that
remain
subject
to
examination
and
are
based
on
the
statute
of
limitations
in
each
jurisdiction
in
which
the
Fund
invests.
d.
Security
Transactions,
Investment
Income,
Expenses
and
Distributions
Security
transactions
are
accounted
for
on
trade
date.
Realized
gains
and
losses
on
security
transactions
are
determined
on
a
specific
identification
basis.
Estimated
expenses
are
accrued
daily.
Dividend
income
is
recorded
on
the
ex-dividend
date
except
for
certain
dividends
from
securities
where
the
dividend
rate
is
not
available.
In
such
cases,
the
dividend
is
recorded
as
soon
as
the
information
is
received
by
the
Fund.
Distributions
to
shareholders
are
recorded
on
the
ex-dividend
date.
Distributable
earnings
are
determined
according
to
income
tax
regulations
(tax
basis)
and
may
differ
from
earnings
recorded
in
accordance
with
U.S.
GAAP.
These
differences
may
be
permanent
or
temporary.
Permanent
differences
are
reclassified
among
capital
accounts
to
reflect
their
tax
character.
These
1.
Organization
and
Significant
Accounting
Policies
(continued)
a.
Financial
Instrument
Valuation
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
24
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
reclassifications
have
no
impact
on
net
assets
or
the
results
of
operations.
Temporary
differences
are
not
reclassified,
as
they
may
reverse
in
subsequent
periods.
Realized
and
unrealized
gains
and
losses
and
net
investment
income,
excluding
class
specific
expenses,
are
allocated
daily
to
each
class
of
shares
based
upon
the
relative
proportion
of
net
assets
of
each
class.
Differences
in
per
share
distributions
by
class
are
generally
due
to
differences
in
class
specific
expenses.
e.
Accounting
Estimates
The
preparation
of
financial
statements
in
accordance
with
U.S.
GAAP
requires
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the
amounts
of
income
and
expenses
during
the
reporting
period.
Actual
results
could
differ
from
those
estimates.
f.
Guarantees
and
Indemnifications
Under
the
Fund's
organizational
documents,
its
officers
and
trustees
are
indemnified
by
the
Fund
against
certain
liabilities
arising
out
of
the
performance
of
their
duties
to
the
Fund.
Additionally,
in
the
normal
course
of
business,
the
Fund
enters
into
contracts
with
service
providers
that
contain
general
indemnification
clauses.
The
Fund's
maximum
exposure
under
these
arrangements
is
unknown
as
this
would
involve
future
claims
that
may
be
made
against
the
Fund
that
have
not
yet
occurred.
Currently,
the
Fund
expects
the
risk
of
loss
to
be
remote.
2.
Shares
of
Beneficial
Interest
At
September
30,
2023,
there
were
an
unlimited
number
of
shares
authorized
(without
par
value).
Transactions
in
the
Fund’s
shares
were
as
follows:
Year
Ended
September
30,
2023
Year
Ended
September
30,
2022
Shares
Amount
Shares
Amount
Class
A
Shares:
Shares
sold
a
...................................
18,899,790
$1,609,470,737
18,630,207
$1,658,932,004
Shares
issued
in
reinvestment
of
distributions
..........
9,646,027
806,233,833
9,150,147
831,628,185
Shares
redeemed
...............................
(26,892,166)
(2,287,211,772)
(23,562,915)
(2,081,628,067)
Net
increase
(decrease)
..........................
1,653,651
$128,492,798
4,217,439
$408,932,122
Class
C
Shares:
Shares
sold
...................................
1,785,428
$148,390,420
2,021,931
$178,618,796
Shares
issued
in
reinvestment
of
distributions
..........
594,062
48,458,491
714,764
63,928,697
Shares
redeemed
a
..............................
(5,907,261)
(493,362,873)
(5,699,803)
(495,369,033)
Net
increase
(decrease)
..........................
(3,527,771)
$(296,513,962)
(2,963,108)
$(252,821,540)
Class
R
Shares:
Shares
sold
...................................
340,798
$28,864,636
343,033
$30,389,816
Shares
issued
in
reinvestment
of
distributions
..........
98,130
8,166,754
95,556
8,669,094
Shares
redeemed
...............................
(528,521)
(44,904,661)
(473,923)
(42,003,198)
Net
increase
(decrease)
..........................
(89,593)
$(7,873,271)
(35,334)
$(2,944,288)
1.
Organization
and
Significant
Accounting
Policies
(continued)
d.
Security
Transactions,
Investment
Income,
Expenses
and
Distributions
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
25
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
3.
Transactions
with
Affiliates
Franklin
Resources,
Inc.
is
the
holding
company
for
various
subsidiaries
that
together
are
referred
to
as
Franklin
Templeton.
Certain
officers
and
trustees
of
the
Fund
are
also
officers
and/or
directors
of
the
following
subsidiaries:
a.
Management
Fees
The
Fund
pays
an
investment
management
fee,
calculated
daily
and
paid
monthly,
to
Advisers
based
on
the
average
daily
net
assets
of
the
Fund
as
follows:
For
the
year
ended
September
30,
2023,
the
gross
effective
investment
management
fee
rate
was 0.491%
of
the
Fund’s
average daily
net
assets.
Year
Ended
September
30,
2023
Year
Ended
September
30,
2022
Shares
Amount
Shares
Amount
Class
R6
Shares:
Shares
sold
...................................
8,433,112
$717,033,472
6,811,029
$601,129,144
Shares
issued
in
reinvestment
of
distributions
..........
1,582,127
132,203,049
1,373,825
124,421,292
Shares
redeemed
...............................
(5,871,115)
(499,999,931)
(5,360,115)
(474,368,326)
Net
increase
(decrease)
..........................
4,144,124
$349,236,590
2,824,739
$251,182,110
Advisor
Class
Shares:
Shares
sold
...................................
7,492,690
$638,398,268
7,949,421
$696,808,743
Shares
issued
in
reinvestment
of
distributions
..........
2,199,756
183,736,871
2,229,003
202,179,768
Shares
redeemed
in-kind
(Note
3h)
..................
—
—
(3,491,688)
(281,953,790)
Shares
redeemed
...............................
(8,629,579)
(732,076,784)
(9,162,218)
(802,093,021)
Net
increase
(decrease)
..........................
1,062,867
$90,058,355
(2,475,482)
$(185,058,300)
a
May
include
a
portion
of
Class
C
shares
that
were
automatically
converted
to
Class
A.
Subsidiary
Affiliation
Franklin
Advisers,
Inc.
(Advisers)
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
0.750%
Up
to
and
including
$500
million
0.625%
Over
$500
million,
up
to
and
including
$1
billion
0.500%
Over
$1
billion,
up
to
and
including
$5
billion
0.490%
Over
$5
billion,
up
to
and
including
$10
billion
0.480%
Over
$10
billion,
up
to
and
including
$20
billion
0.470%
In
excess
of
$20
billion
2.
Shares
of
Beneficial
Interest
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
26
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
b.
Administrative
Fees
Under
an
agreement
with
Advisers,
FT
Services
provides
administrative
services
to
the
Fund.
The
fee
is
paid
by
Advisers
based
on
the
Fund's
average
daily
net
assets,
and
is
not
an
additional
expense
of
the
Fund.
c.
Distribution
Fees
The
Board
has
adopted
distribution
plans
for
each
share
class,
with
the
exception
of
Class
R6
and
Advisor
Class
shares,
pursuant
to
Rule
12b-1
under
the
1940
Act.
Under
the
Fund’s
Class A reimbursement
distribution
plan,
the
Fund
reimburses
Distributors
for
costs
incurred
in
connection
with
the
servicing,
sale
and
distribution
of
the
Fund's
shares
up
to
the
maximum
annual
plan
rate.
Under
the
Class
A
reimbursement
distribution
plan,
costs
exceeding
the
maximum
for
the
current
plan
year
cannot
be
reimbursed
in
subsequent
periods.
In
addition,
under
the
Fund’s
Class C
and
R
compensation
distribution
plans,
the
Fund
pays
Distributors
for
costs
incurred
in
connection
with
the
servicing,
sale
and
distribution
of
the
Fund's
shares
up
to
the
maximum
annual
plan
rate
for
each
class.
The
plan
year,
for
purposes
of
monitoring
compliance
with
the
maximum
annual
plan
rates,
is
February
1
through
January
31.
The
maximum
annual
plan
rates,
based
on
the
average
daily
net
assets,
for
each
class,
are
as
follows:
d.
Sales
Charges/Underwriting
Agreements
Front-end
sales
charges
and
contingent
deferred
sales
charges
(CDSC)
do
not
represent
expenses
of
the
Fund.
These
charges
are
deducted
from
the
proceeds
of
sales
of
F
und
shares
prior
to
investment
or
from
redemption
proceeds
prior
to
remittance,
as
applicable.
Distributors
has
advised
the
Fund
of
the
following
commission
transactions
related
to
the
sales
and
redemptions
of
the
Fund's
shares
for
the
year
:
e.
Transfer
Agent
Fees
Each
class
of
shares pays
transfer
agent
fees
to
Investor
Services
for
its
performance
of
shareholder
servicing
obligations.
Effective
October
1,
2022,
the
fees
are
based
on
an
annualized
asset
based
fee
of
0.016%
plus
a
reduced
transaction
based
fee.
Prior
to
October
1,
2022,
the
fees
were
based
on
an
annualized
asset
based
fee
of
0.02%
plus
a
transaction
based
fee.
In
addition,
each
class reimburses
Investor
Services
for
out
of
pocket
expenses
incurred
and,
except
for
Class
R6, reimburses
shareholder
servicing
fees
paid
to
third
parties.
These
fees
are
allocated
daily
based
upon
their
relative
proportion
of
such
classes'
aggregate
net
assets.
Class
R6
pays
Investor
Services
transfer
agent
fees
specific
to
that
class.
For
the
year
ended
September
30,
2023,
the
Fund
paid
transfer
agent
fees
of
$20,773,569,
of
which
$6,816,606
was
retained
by
Investor
Services.
f.
Investments
in
Affiliated
Management
Investment
Companies
The
Fund
invests
in
one
or
more
affiliated
management
investment
companies.
As
defined
in
the
1940
Act,
an
investment
is
deemed
to
be
a
“Controlled
Affiliate”
of
a
fund
when
a
fund
owns,
either
directly
or
indirectly,
25%
or
more
of
the
affiliated
fund’s
outstanding
shares
or
has
the
power
to
exercise
control
over
management
or
policies
of
such
fund.
The
Fund
does
not
invest
for
purposes
of
exercising
a
controlling
influence
over
the
management
or
policies.
Management
fees
paid
by
the
Fund
Class
A
....................................................................................
0.25%
Class
C
....................................................................................
1.00%
Class
R
....................................................................................
0.50%
Sales
charges
retained
net
of
commissions
paid
to
unaffiliated
brokers/dealers
..............................
$1,718,737
CDSC
retained
..............................................................................
$117,715
3.
Transactions
with
Affiliates
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
27
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
are
waived
on
assets
invested
in
the
affiliated
management
investment
companies,
as
noted
in
the
Statement
of
Operations,
in
an
amount
not
to
exceed
the
management
and
administrative
fees
paid
directly
or
indirectly
by
each
affiliate.
During
the
year
ended
September
30,
2023,
the
Fund
held
investments
in
affiliated
management
investment
companies
as
follows:
g.
Waiver
and
Expense
Reimbursements
Investor
Services
has
contractually
agreed
in
advance
to
waive
or
limit
its
fees
so
that
the
Class
R6
transfer
agent
fees
do
not
exceed
0.03%
based
on
the
average
net
assets
of
the
class
until
January
31,
2024.
h.
Other
Affiliated
Transactions
During
the
year
ended
September
30,
2022,
the
New
Jersey
Better
Educational
Savings
Trust
Program
–
Franklin
Templeton
Managed
Investments
Options
(529
Portfolios)
redeemed
out
of
the
Fund.
As
a
result,
on
July
8,
2022,
the
Fund
delivered
portfolio
securities
and
cash
that
were
transferred
in-kind
to
the
529
Portfolios,
which
included
$182,979,409
of
net
realized
gains.
As
such
gains
are
not
taxable
to
the
Fund
and
are
not
distributed
to
remaining
shareholders,
they
are
reclassified
from
accumulated
net
realized
gains
to
paid-in
capital.
4.
Expense
Offset
Arrangement
The Fund previously
entered
into
an
arrangement
with
its
custodian
whereby
credits
realized
as
a
result
of
uninvested
cash
balances
are
used
to
reduce
a
portion
of
the
Fund's
custodian
expenses.
During
the
year
ended
September
30,
2023,
the
custodian
fees
were
reduced
as
noted
in
the
Statement
of
Operations.
Effective September
21, 2023,
earned
credits,
if
any,
will
be
recognized
as
income.
5.
Income
Taxes
The
tax
character
of
distributions
paid
during
the
years
ended
September
30,
2023
and
2022,
was
as
follows:
aa
Value
at
Beginning
of
Year
Purchases
Sales
Realized
Gain
(Loss)
Net
Change
in
Unrealized
Appreciation
(Depreciation)
Value
at
End
of
Year
Number
of
Shares
Held
at
End
of
Year
Investment
Income
a
a
a
a
a
a
a
a
Franklin
Rising
Dividends
Fund
Non-Controlled
Affiliates
Dividends
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
5.019%
$643,587,163
$1,309,011,203
$(1,024,787,431)
$—
$—
$927,810,935
927,810,935
$35,771,233
Total
Affiliated
Securities
...
$643,587,163
$1,309,011,203
$(1,024,787,431)
$—
$—
$927,810,935
$35,771,233
2023
2022
Distributions
paid
from:
Ordinary
income
..........................................................
$256,497,090
$198,772,547
Long
term
capital
gain
......................................................
973,387,327
1,086,586,049
$1,229,884,417
$1,285,358,596
3.
Transactions
with
Affiliates
(continued)
f.
Investments
in
Affiliated
Management
Investment
Companies
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
28
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
At
September
30,
2023,
the
cost
of
investments,
net
unrealized
appreciation
(depreciation),
undistributed
ordinary
income
and
undistributed
long
term
capital
gains
for
income
tax
purposes
were
as
follows:
Differences
between
income
and/or
capital
gains
as
determined
on
a
book
basis
and
a
tax
basis
are
primarily
due
to
differing
treatment
of
corporate
actions.
The
Fund
utilized
a
tax
accounting
practice
to
treat
a
portion
of
the
proceeds
from
capital
shares
redeemed
as
a
distribution
from
net
investment
income
and
realized
capital
gains.
6.
Investment
Transactions
Purchases
and
sales
of
investments (excluding
short
term
securities
)
for
the
year
ended
September
30,
2023,
aggregated
$
461,691,505
and
$
1,443,246,109
,
respectively.
7.
Credit
Facility
The
Fund,
together
with
other
U.S.
registered
and
foreign
investment
funds
(collectively,
Borrowers),
managed
by
Franklin
Templeton,
are
borrowers
in
a
joint
syndicated
senior
unsecured
credit
facility
totaling
$2.675
billion
(Global
Credit
Facility)
which
matures
on
February
2,
2024.
This
Global
Credit
Facility
provides
a
source
of
funds
to
the
Borrowers
for
temporary
and
emergency
purposes,
including
the
ability
to
meet
future
unanticipated
or
unusually
large
redemption
requests.
Under
the
terms
of
the
Global
Credit
Facility,
the
Fund
shall,
in
addition
to
interest
charged
on
any
borrowings
made
by
the
Fund
and
other
costs
incurred
by
the
Fund,
pay
its
share
of
fees
and
expenses
incurred
in
connection
with
the
implementation
and
maintenance
of
the
Global
Credit
Facility,
based
upon
its
relative
share
of
the
aggregate
net
assets
of
all
of
the
Borrowers,
including
an
annual
commitment
fee
of
0.15%
based
upon
the
unused
portion
of
the
Global
Credit
Facility.
These
fees
are
reflected
in
other
expenses
in
the Statement
of
Operations.
During
the
year
ended
September
30,
2023,
the Fund
did
not
use
the
Global
Credit
Facility.
8.
Fair
Value
Measurements
The
Fund
follows
a
fair
value
hierarchy
that
distinguishes
between
market
data
obtained
from
independent
sources
(observable
inputs)
and
the Fund's
own
market
assumptions
(unobservable
inputs).
These
inputs
are
used
in
determining
the
value
of
the
Fund's financial
instruments
and
are
summarized
in
the
following
fair
value
hierarchy:
Level
1
–
quoted
prices
in
active
markets
for
identical
financial
instruments
Level
2
–
other
significant
observable
inputs
(including
quoted
prices
for
similar
financial
instruments,
interest
rates,
prepayment
speed,
credit
risk,
etc.)
Cost
of
investments
..........................................................................
$10,947,792,957
Unrealized
appreciation
........................................................................
$14,083,566,819
Unrealized
depreciation
........................................................................
(65,082,761)
Net
unrealized
appreciation
(depreciation)
..........................................................
$14,018,484,058
Distributable
earnings:
Undistributed
ordinary
income
...................................................................
$45,230,554
Undistributed
long
term
capital
gains
..............................................................
$868,595,503
Total
distributable
earnings
.....................................................................
$913,826,057
5.
Income
Taxes
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
29
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
(continued)
Level
3
–
significant
unobservable
inputs
(including
the
Fund's
own
assumptions
in
determining
the
fair
value
of
financial
instruments)
The
input
levels
are
not
necessarily
an
indication
of
the
risk
or
liquidity
associated
with
financial
instruments
at
that
level.
At
September
30,
2023,
all
of
the
Fund's
investments
in
financial
instruments
carried
at
fair
value
were
valued
using
Level
1
inputs.
For
detailed
categories,
see
the
accompanying
Schedule
of
Investments.
9.
Subsequent
Events
The
Fund
has
evaluated
subsequent
events
through
the
issuance
of
the
financial
statements
and
determined
that
no
events
have
occurred
that
require
disclosure.
8.
Fair
Value
Measurements
(continued)
Franklin
Managed
Trust
Report
of
Independent
Registered
Public
Accounting
Firm
30
franklintempleton.com
Annual
Report
To
the
Board
of
Trustees
of
Franklin
Managed
Trust
and
Shareholders
of
Franklin
Rising
Dividends
Fund
Opinion
on
the
Financial
Statements
We
have
audited
the
accompanying
statement
of
assets
and
liabilities,
including
the
schedule
of
investments,
of
Franklin
Rising
Dividends
Fund
(the
"Fund")
as
of
September
30,
2023,
the
related
statement
of
operations
for
the
year
ended
September
30,
2023,
the
statement
of
changes
in
net
assets
for
each
of
the
two
years
in
the
period
ended
September
30,
2023,
including
the
related
notes,
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
September
30,
2023
(collectively
referred
to
as
the
“financial
statements”).
In
our
opinion,
the
financial
statements
present
fairly,
in
all
material
respects,
the
financial
position
of
the
Fund
as
of
September
30,
2023,
the
results
of
its
operations
for
the
year
then
ended,
the
changes
in
its
net
assets
for
each
of
the
two
years
in
the
period
ended
September
30,
2023
and
the
financial
highlights
for
each
of
the
five
years
in
the
period
ended
September
30,
2023
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Basis
for
Opinion
These
financial
statements
are
the
responsibility
of
the
Fund’s
management.
Our
responsibility
is
to
express
an
opinion
on
the
Fund’s
financial
statements
based
on
our
audits.
We
are
a
public
accounting
firm
registered
with
the
Public
Company
Accounting
Oversight
Board
(United
States)
(PCAOB)
and
are
required
to
be
independent
with
respect
to
the
Fund
in
accordance
with
the
U.S.
federal
securities
laws
and
the
applicable
rules
and
regulations
of
the
Securities
and
Exchange
Commission
and
the
PCAOB.
We
conducted
our
audits
of
these
financial
statements
in
accordance
with
the
standards
of
the
PCAOB.
Those
standards
require
that
we
plan
and
perform
the
audit
to
obtain
reasonable
assurance
about
whether
the
financial
statements
are
free
of
material
misstatement,
whether
due
to
error
or
fraud.
Our
audits
included
performing
procedures
to
assess
the
risks
of
material
misstatement
of
the
financial
statements,
whether
due
to
error
or
fraud,
and
performing
procedures
that
respond
to
those
risks.
Such
procedures
included
examining,
on
a
test
basis,
evidence
regarding
the
amounts
and
disclosures
in
the
financial
statements.
Our
audits
also
included
evaluating
the
accounting
principles
used
and
significant
estimates
made
by
management,
as
well
as
evaluating
the
overall
presentation
of
the
financial
statements.
Our
procedures
included
confirmation
of
securities
owned
as
of
September
30,
2023
by
correspondence
with
the
custodian,
transfer
agent,
and
brokers;
when
replies
were
not
received
from
brokers,
we
performed
other
auditing
procedures.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinion.
PricewaterhouseCoopers
LLP
San
Francisco,
California
November
17,
2023
We
have
served
as
the
auditor
of
one
or
more
investment
companies
in
the
Franklin
Templeton
Group
of
Funds
since
1948.
Franklin
Managed
Trust
Tax
Information
(unaudited)
31
franklintempleton.com
Annual
Report
Franklin
Rising
Dividends
Fund
By
mid-February,
tax
information
related
to
a
shareholder's
proportionate
share
of
distributions
paid
during
the
preceding
calendar
year
will
be
received,
if
applicable.
Please
also
refer
to
www.franklintempleton.com
for
per
share
tax
information
related
to
any
distributions
paid
during
the
preceding
calendar
year.
Shareholders
are
advised
to
consult
with
their
tax
advisors
for
further
information
on
the
treatment
of
these
amount
on
their
tax
returns.
The
following
tax
information
for
the
Fund
is
required
to
be
furnished
to
shareholders
with
respect
to
income
earned
and
distributions
paid
during
its
fiscal
year.
The
Fund
hereby
reports
the
following
amounts,
or
if
subsequently
determined
to
be
different,
the
maximum
allowable
amounts,
for
the
fiscal
year
ended
September
30,
2023:
Pursuant
to:
Amount
Reported
Long-Term
Capital
Gain
Dividends
Distributed
§852(b)(3)(C)
$1,000,102,833
Income
Eligible
for
Dividends
Received
Deduction
(DRD)
§854(b)(1)(A)
$403,249,989
Qualified
Dividend
Income
Earned
(QDI)
§854(b)(1)(B)
$455,805,493
Franklin
Managed
Trust
Board
Members
and
Officers
32
franklintempleton.com
Annual
Report
The
name,
year
of
birth
and
address
of
the
officers
and
board
members,
as
well
as
their
affiliations,
positions
held
with
the
Trust,
principal
occupations
during
at
least
the
past
five
years
and
number
of
U.S.
registered
portfolios
overseen
in
the
Franklin
Templeton/Legg
Mason
fund
complex,
are
shown
below.
Generally,
each
board
member
serves
until
that
person’s
successor
is
elected
and
qualified.
Independent
Board
Members
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member
1
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Harris
J.
Ashton
(1932)
Trustee
Since
2017
119
Bar-S
Foods
(meat
packing
company)
(1981-2010).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
of
various
companies;
and
formerly
,
Director,
RBC
Holdings,
Inc.
(bank
holding
company)
(until
2002);
and
President,
Chief
Executive
Officer
and
Chairman
of
the
Board,
General
Host
Corporation
(nursery
and
craft
centers)
(until
1998).
Terrence
J.
Checki
(1945)
Trustee
Since
2017
119
Hess
Corporation
(exploration
of
oil
and
gas)
(2014-present).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Member
of
the
Council
on
Foreign
Relations
(1996-present);
Member
of
the
National
Committee
on
U.S.-China
Relations
(1999-present);
member
of
the
board
of
trustees
of
the
Economic
Club
of
New
York
(2013-present);
member
of
the
board
of
trustees
of
the
Foreign
Policy
Association
(2005-present);
member
of
the
board
of
directors
of
Council
of
the
Americas
(2007-present)
and
the
Tallberg
Foundation
(2018-present);
and
formerly
,
Executive
Vice
President
of
the
Federal
Reserve
Bank
of
New
York
and
Head
of
its
Emerging
Markets
and
Internal
Affairs
Group
and
Member
of
Management
Committee
(1995-2014);
and
Visiting
Fellow
at
the
Council
on
Foreign
Relations
(2014).
Mary
C.
Choksi
(1950)
Trustee
Since
2017
119
Omnicom
Group
Inc.
(advertising
and
marketing
communications
services)
(2011-present)
and
White
Mountains
Insurance
Group,
Ltd.
(holding
company)
(2017-present);
and
formerly
,
Avis
Budget
Group
Inc.
(car
rental)
(2007-2020).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
of
various
companies;
and
formerly
,
Founder
and
Senior
Advisor,
Strategic
Investment
Group
(investment
management
group)
(2015-2017);
Founding
Partner
and
Senior
Managing
Director,
Strategic
Investment
Group
(1987-2015);
Founding
Partner
and
Managing
Director,
Emerging
Markets
Management
LLC
(investment
management
firm)
(1987-2011);
and
Loan
Officer/Senior
Loan
Officer/Senior
Pension
Investment
Officer,
World
Bank
Group
(international
financial
institution)
(1977-1987).
Franklin
Managed
Trust
33
franklintempleton.com
Annual
Report
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member
1
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Edith
E.
Holiday
(1952)
Lead
Independent
Trustee
Trustee
since
2017
and
Lead
Independent
Trustee
since
2019
119
Hess
Corporation
(exploration
of
oil
and
gas)
(1993-present),
Santander
Consumer
USA
Holdings,
Inc.
(consumer
finance)
(2016-present);
Santander
Holdings
USA
(holding
company)
(2019-present);
and
formerly
,
Canadian
National
Railway
(railroad)
(2001-2021),
White
Mountains
Insurance
Group,
Ltd.
(holding
company)
(2004-
2021),
RTI
International
Metals,
Inc.
(manufacture
and
distribution
of
titanium)
(1999-2015)
and
H.J.
Heinz
Company
(processed
foods
and
allied
products)
(1994-2013).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
or
Trustee
of
various
companies
and
trusts;
and
formerly
,
Assistant
to
the
President
of
the
United
States
and
Secretary
of
the
Cabinet
(1990-1993);
General
Counsel
to
the
United
States
Treasury
Department
(1989-1990);
and
Counselor
to
the
Secretary
and
Assistant
Secretary
for
Public
Affairs
and
Public
Liaison-United
States
Treasury
Department
(1988-1989).
J.
Michael
Luttig
(1954)
Trustee
Since
2017
119
Boeing
Capital
Corporation
(aircraft
financing)
(2006-2010).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Counselor
and
Special
Advisor
to
the
CEO
and
Board
of
Directors
of
The
Coca-Cola
Company
(beverage
company)
(2021-present);
and
formerly
,
Counselor
and
Senior
Advisor
to
the
Chairman,
CEO,
and
Board
of
Directors,
of
The
Boeing
Company
(aerospace
company),
and
member
of
the
Executive
Council
(2019-2020);
Executive
Vice
President,
General
Counsel
and
member
of
the
Executive
Council,
The
Boeing
Company
(2006-2019);
and
Federal
Appeals
Court
Judge,
United
States
Court
of
Appeals
for
the
Fourth
Circuit
(1991-2006).
Larry
D.
Thompson
(1945)
Trustee
Since
2017
119
Graham
Holdings
Company
(education
and
media
organization)
(2011-2021);
The
Southern
Company
(energy
company)
(2014-2020;
previously
2010-
2012)
and
Cbeyond,
Inc.
(business
communications
provider)
(2010-
2012).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
of
various
companies;
Counsel,
Finch
McCranie,
LLP
(law
firm)
(2015-present);
John
A.
Sibley
Professor
of
Corporate
and
Business
Law,
University
of
Georgia
School
of
Law
(2015-present;
previously
2011-2012);
and
formerly
,
Independent
Compliance
Monitor
and
Auditor,
Volkswagen
AG
(manufacturer
of
automobiles
and
commercial
vehicles)
(2017-2020);
Executive
Vice
President
-
Government
Affairs,
General
Counsel
and
Corporate
Secretary,
PepsiCo,
Inc.
(consumer
products)
(2012-2014);
Senior
Vice
President
-
Government
Affairs,
General
Counsel
and
Secretary,
PepsiCo,
Inc.
(2004-2011);
Senior
Fellow
of
The
Brookings
Institution
(2003-2004);
Visiting
Professor,
University
of
Georgia
School
of
Law
(2004);
and
Deputy
Attorney
General,
U.S.
Department
of
Justice
(2001-2003).
Independent
Board
Members
(continued)
Franklin
Managed
Trust
34
franklintempleton.com
Annual
Report
Interested
Board
Members
and
Officers
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member
1
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Valerie
M.
Williams
(1956)
Trustee
Since
2021
110
Omnicom
Group,
Inc.
(advertising
and
marketing
communications
services)
(2016-present),
DTE
Energy
Co.
(gas
and
electric
utility)
(2018-present),
Devon
Energy
Corporation
(exploration
and
production
of
oil
and
gas)
(2021-present);
and
formerly
,
WPX
Energy,
Inc.
(exploration
and
production
of
oil
and
gas)
(2018-
2021).
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
of
various
companies;
and
formerly
,
Regional
Assurance
Managing
Partner,
Ernst
&
Young
LLP
(public
accounting)
(2005-2016)
and
various
roles
of
increasing
responsibility
at
Ernst
&
Young
(1981-2005).
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member
1
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Gregory
E.
Johnson
2
(1961)
Chairman
of
the
Board,
Trustee
and
Vice
President
Chairman
of
the
Board
and
Vice
President
since
January
2023
and
Trustee
since
2015
129
None
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Executive
Chairman,
Chairman
of
the
Board
and
Director,
Franklin
Resources,
Inc.;
officer
and/or
director
or
trustee,
as
the
case
may
be,
of
some
of
the
other
subsidiaries
of
Franklin
Resources,
Inc.
and
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex;
Vice
Chairman,
Investment
Company
Institute;
and
formerly
,
Chief
Executive
Officer
(2013-2020)
and
President
(1994-2015)
Franklin
Resources,
Inc.
Rupert
H.
Johnson,
Jr.
3
(1940)
Trustee
Since
2017
119
None
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Director
(Vice
Chairman),
Franklin
Resources,
Inc.;
Director,
Franklin
Advisers,
Inc.;
and
officer
and/or
director
or
trustee,
as
the
case
may
be,
of
some
of
the
other
subsidiaries
of
Franklin
Resources,
Inc.
and
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Ted
P.
Becker
(1951)
Chief
Compliance
Officer
Since
June
2023
Not
Applicable
Not
Applicable
280
Park
Avenue
New
York,
NY
10017
Principal
Occupation
During
at
Least
the
Past
5
Years:
Vice
President,
Global
Compliance
of
Franklin
Templeton
(since
2020);
Chief
Compliance
Officer
of
Legg
Mason
Partners
Fund
Advisor,
LLC
(since
2006);
Chief
Compliance
Officer
of
certain
funds
associated
with
Legg
Mason
&
Co.
or
its
affiliates
(since
2006);
formerly
,
Director
of
Global
Compliance
at
Legg
Mason
(2006
to
2020);
Managing
Director
of
Compliance
of
Legg
Mason
&
Co.
(2005
to
2020).
Independent
Board
Members
(continued)
Franklin
Managed
Trust
35
franklintempleton.com
Annual
Report
Note
1:
Rupert
H.
Johnson,
Jr.
is
the
uncle
of
Gregory
E.
Johnson.
Note
2:
Officer
information
is
current
as
of
the
date
of
this
report.
It
is
possible
that
after
this
date,
information
about
officers
may
change.
1.
We
base
the
number
of
portfolios
on
each
separate
series
of
the
U.S.
registered
investment
companies
within
the
Franklin
Templeton/Legg
Mason
fund
complex.
These
portfolios
have
a
common
investment
manager
or
affiliated
investment
managers.
2.
Gregory
E.
Johnson
is
considered
to
be
an
interested
person
of
the
Fund
under
the
federal
securities
laws
due
to
his
position
as
an
officer
and
director
of
Franklin
Resources,
Inc.
(Resources),
which
is
the
parent
company
of
the
Fund's
investment
manager
and
distributor.
3.
Rupert
H.
Johnson,
Jr.
is
considered
to
be
an
interested
person
of
the
Fund
under
the
federal
securities
laws
due
to
his
position
as
an
officer
and
director
and
a
major
shareholder
of
Resources,
which
is
the
parent
company
of
the
Fund's
investment
manager
and
distributor.
The
Sarbanes-Oxley
Act
of
2002
and
Rules
adopted
by
the
Securities
and
Exchange
Commission
require
the
Fund
to
disclose
whether
the
Fund’s
Audit
Committee
includes
at
least
one
member
who
is
an
audit
committee
financial
expert
within
the
meaning
of
such
Act
and
Rules.
The
Fund’s
Board
has
determined
that
there
is
at
least
one
such
financial
expert
on
the
Audit
Committee
and
has
designated
Mary
C.
Choksi
as
its
audit
committee
financial
expert.
The
Board
believes
that
Ms.
Choksi
qualifies
as
such
an
expert
in
view
of
her
extensive
business
background
and
experience.
She
served
as
a
director
of
Avis
Budget
Name,
Year
of
Birth
and
Address
Position
Length
of
Time
Served
Number
of
Portfolios
in
Fund
Complex
Overseen
by
Board
Member
1
Other
Directorships
Held
During
at
Least
the
Past
5
Years
Matthew
T.
Hinkle
(1971)
Chief
Executive
Officer
–
Finance
and
Administration
Since
2017
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Senior
Vice
President,
Franklin
Templeton
Services,
LLC;
officer
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex;
and
formerly
,
Vice
President,
Global
Tax
(2012-April
2017)
and
Treasurer/Assistant
Treasurer,
Franklin
Templeton
(2009-2017).
Susan
Kerr
(1949)
Vice
President
–
AML
Compliance
Since
2021
Not
Applicable
Not
Applicable
280
Park
Avenue
New
York,
NY
10017
Principal
Occupation
During
at
Least
the
Past
5
Years:
Senior
Compliance
Analyst,
Franklin
Templeton;
Chief
Anti-Money
Laundering
Compliance
Officer,
Legg
Mason
&
Co.,
or
its
affiliates;
Anti
Money
Laundering
Compliance
Officer;
Senior
Compliance
Officer,
LMIS;
and
officer
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Christopher
Kings
(1974)
Chief
Financial
Officer,
Chief
Accounting
Officer
and
Treasurer
Since
2022
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Treasurer,
U.S.
Fund
Administration
&
Reporting;
and
officer
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Michael
P.
McCarthy
(1969)
President
and
Chief
Executive
Officer
–
Investment
Management
Since
2019
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Executive
Vice
President
and
Chief
Investment
Officer,
Franklin
Adviser,
Inc.;
Executive
Vice
President,
Franklin
Templeton
Institutional,
LLC
and
officer
of
one
of
the
investment
companies
in
Franklin
Templeton.
Navid
J.
Tofigh
(1972)
Vice
President
and
Secretary
Vice
President
since
2015
and
Secretary
since
June
2023
Not
Applicable
Not
Applicable
One
Franklin
Parkway
San
Mateo,
CA
94403-1906
Principal
Occupation
During
at
Least
the
Past
5
Years:
Senior
Associate
General
Counsel,
Franklin
Templeton;
and
officer
of
certain
funds
in
the
Franklin
Templeton/Legg
Mason
fund
complex.
Interested
Board
Members
and
Officers
(continued)
Franklin
Managed
Trust
36
franklintempleton.com
Annual
Report
Group,
Inc.
(2007
to
2020)
and
formerly,
Founder
and
Senior
Advisor,
Strategic
Investment
Group
(1987
to
2017).
Ms.
Choksi
has
been
a
Member
of
the
Fund’s
Audit
Committee
since
2017.
As
a
result
of
such
background
and
experience,
the
Board
believes
that
Ms.
Choksi
has
acquired
an
understanding
of
generally
accepted
accounting
principles
and
financial
statements,
the
general
application
of
such
principles
in
connection
with
the
accounting
estimates,
accruals
and
reserves,
and
analyzing
and
evaluating
financial
statements
that
present
a
breadth
and
level
of
complexity
of
accounting
issues
generally
comparable
to
those
of
the
Fund,
as
well
as
an
understanding
of
internal
controls
and
procedures
for
financial
reporting
and
an
understanding
of
audit
committee
functions.
Ms.
Choksi
is
an
independent
Board
member
as
that
term
is
defined
under
the
relevant
Securities
and
Exchange
Commission
Rules
and
Releases.
The
Statement
of
Additional
Information
(SAI)
includes
additional
information
about
the
board
members
and
is
available,
without
charge,
upon
request.
Shareholders
may
call
(800)
DIAL
BEN/342-5236
to
request
the
SAI.
Interested
Board
Members
and
Officers
(continued)
Franklin
Managed
Trust
Shareholder
Information
37
franklintempleton.com
Annual
Report
BOARD
APPROVAL
OF
INVESTMENT
MANAGEMENT
AGREEMENTS
FRANKLIN
MANAGED
TRUST
Franklin
Rising
Dividends
Fund
(Fund)
At
an
in-person
meeting
held
on
April
18,
2023
(Meeting),
the
Board
of
Trustees
(Board)
of
Franklin
Managed
Trust
(Trust),
including
a
majority
of
the
trustees
who
are
not
“interested
persons”
as
defined
in
the
Investment
Company
Act
of
1940
(Independent
Trustees),
reviewed
and
approved
the
continuance
of
the
investment
management
agreement
between
Franklin
Advisers,
Inc.
(Manager)
and
the
Trust,
on
behalf
of
the
Fund
(Management
Agreement)
for
an
additional
one-year
period.
The
Independent
Trustees
received
advice
from
and
met
separately
with
Independent
Trustee
counsel
in
considering
whether
to
approve
the
continuation
of
the
Management
Agreement.
In
considering
the
continuation
of
the
Management
Agreement,
the
Board
reviewed
and
considered
information
provided
by
the
Manager
at
the
Meeting
and
throughout
the
year
at
meetings
of
the
Board
and
its
committees.
The
Board
also
reviewed
and
considered
information
provided
in
response
to
a
detailed
set
of
requests
for
information
submitted
to
the
Manager
by
Independent
Trustee
counsel
on
behalf
of
the
Independent
Trustees
in
connection
with
the
annual
contract
renewal
process.
In
addition,
prior
to
the
Meeting,
the
Independent
Trustees
held
a
virtual
contract
renewal
meeting
at
which
the
Independent
Trustees
first
conferred
amongst
themselves
and
Independent
Trustee
counsel
about
contract
renewal
matters;
and
then
met
with
management
to
request
additional
information
that
the
Independent
Trustees
reviewed
and
considered
prior
to
and
at
the
Meeting.
The
Board
reviewed
and
considered
all
of
the
factors
it
deemed
relevant
in
approving
the
continuance
of
the
Management
Agreement,
including,
but
not
limited
to:
(i)
the
nature,
extent
and
quality
of
the
services
provided
by
the
Manager;
(ii)
the
investment
performance
of
the
Fund;
(iii)
the
costs
of
the
services
provided
and
profits
realized
by
the
Manager
and
its
affiliates
from
the
relationship
with
the
Fund;
(iv)
the
extent
to
which
economies
of
scale
are
realized
as
the
Fund
grows;
and
(v)
whether
fee
levels
reflect
these
economies
of
scale
for
the
benefit
of
Fund
investors.
In
approving
the
continuance
of
the
Management
Agreement,
the
Board,
including
a
majority
of
the
Independent
Trustees,
determined
that
the
terms
of
the
Management
Agreement
are
fair
and
reasonable
and
that
the
continuance
of
the
Management
Agreement
is
in
the
best
interests
of
the
Fund
and
its
shareholders.
While
attention
was
given
to
all
information
furnished,
the
following
discusses
some
primary
factors
relevant
to
the
Board’s
determination.
Nature,
Extent
and
Quality
of
Services
The
Board
reviewed
and
considered
information
regarding
the
nature,
extent
and
quality
of
investment
management
services
provided
by
the
Manager
and
its
affiliates
to
the
Fund
and
its
shareholders.
This
information
included,
among
other
things,
the
qualifications,
background
and
experience
of
the
senior
management
and
investment
personnel
of
the
Manager,
as
well
as
information
on
succession
planning
where
appropriate;
the
structure
of
investment
personnel
compensation;
oversight
of
third-party
service
providers;
investment
performance
reports
and
related
financial
information
for
the
Fund;
reports
on
expenses
and
shareholder
services;
legal
and
compliance
matters;
risk
controls;
pricing
and
other
services
provided
by
the
Manager
and
its
affiliates;
and
management
fees
charged
by
the
Manager
and
its
affiliates
to
US
funds
and
other
accounts,
including
management’s
explanation
of
differences
among
accounts
where
relevant.
The
Board
also
reviewed
and
considered
an
annual
report
on
payments
made
by
Franklin
Templeton
(FT)
or
the
Fund
to
financial
intermediaries,
as
well
as
a
memorandum
relating
to
third-party
servicing
arrangements.
The
Board
acknowledged
management’s
continued
development
of
strategies
to
address
areas
of
heightened
concern
in
the
mutual
fund
industry,
including
various
regulatory
initiatives
and
continuing
geopolitical
concerns.
The
Board
also
reviewed
and
considered
the
benefits
provided
to
Fund
shareholders
of
investing
in
a
fund
that
is
part
of
the
FT
family
of
funds.
The
Board
noted
the
financial
position
of
Franklin
Resources,
Inc.
(FRI),
the
Manager’s
parent,
and
its
commitment
to
the
mutual
fund
business
as
evidenced
by
its
reassessment
of
the
fund
offerings
in
response
to
the
market
environment
and
project
initiatives
and
capital
investments
relating
to
the
services
provided
to
the
Fund
by
the
FT
organization.
The
Board
specifically
noted
FT’s
commitment
to
technological
innovation
and
advancement
and
investments
to
promote
alternative
investing.
Following
consideration
of
such
information,
the
Board
was
satisfied
with
the
nature,
extent
and
quality
of
services
provided
by
the
Manager
and
its
affiliates
to
the
Fund
and
its
shareholders.
Franklin
Managed
Trust
Shareholder
Information
38
franklintempleton.com
Annual
Report
Fund
Performance
The
Board
reviewed
and
considered
the
performance
results
of
the
Fund
over
various
time
periods
ended
December
31,
2022.
The
Board
considered
the
performance
returns
for
the
Fund
in
comparison
to
the
performance
returns
of
mutual
funds
deemed
comparable
to
the
Fund
included
in
a
universe
(Performance
Universe)
selected
by
Broadridge
Financial
Solutions,
Inc.
(Broadridge),
an
independent
provider
of
investment
company
data.
The
Board
received
a
description
of
the
methodology
used
by
Broadridge
to
select
the
mutual
funds
included
in
a
Performance
Universe.
The
Board
also
reviewed
and
considered
Fund
performance
reports
provided
and
discussions
that
occurred
with
portfolio
managers
at
Board
meetings
throughout
the
year.
A
summary
of
the
Fund’s
performance
results
is
below.
The
Performance
Universe
for
the
Fund
included
the
Fund
and
all
retail
and
institutional
large-cap
core
funds.
The
Board
noted
that
the
Fund’s
annualized
total
return
for
the
one-,
three-,
five-
and
10-year
periods
was
above
the
median
of
its
Performance
Universe.
The
Board
concluded
that
the
Fund’s
performance
was
satisfactory.
Comparative
Fees
and
Expenses
The
Board
reviewed
and
considered
information
regarding
the
Fund’s
actual
total
expense
ratio
and
its
various
components,
including,
as
applicable,
management
fees;
transfer
agent
expenses;
underlying
fund
expenses;
Rule
12b-1
and
non-Rule
12b-1
service
fees;
and
other
non-
management
fees.
The
Board
also
noted
the
quarterly
and
annual
reports
it
receives
on
all
marketing
support
payments
made
by
FT
to
financial
intermediaries.
The
Board
considered
the
actual
total
expense
ratio
and,
separately,
the
contractual
management
fee
rate,
without
the
effect
of
fee
waivers,
if
any
(Management
Rate)
of
the
Fund
in
comparison
to
the
median
expense
ratio
and
median
Management
Rate,
respectively,
of
other
mutual
funds
deemed
comparable
to
and
with
a
similar
expense
structure
to
the
Fund
selected
by
Broadridge
(Expense
Group).
Broadridge
fee
and
expense
data
is
based
upon
information
taken
from
each
fund’s
most
recent
annual
or
semi-annual
report,
which
reflects
historical
asset
levels
that
may
be
quite
different
from
those
currently
existing,
particularly
in
a
period
of
market
volatility.
While
recognizing
such
inherent
limitation
and
the
fact
that
expense
ratios
and
Management
Rates
generally
increase
as
assets
decline
and
decrease
as
assets
grow,
the
Board
believed
the
independent
analysis
conducted
by
Broadridge
to
be
an
appropriate
measure
of
comparative
fees
and
expenses.
The
Broadridge
Management
Rate
includes
administrative
charges,
and
the
actual
total
expense
ratio,
for
comparative
consistency,
was
shown
for
Class
A
shares
for
the
Fund
and
for
the
other
funds
in
the
Expense
Group.
The
Board
received
a
description
of
the
methodology
used
by
Broadridge
to
select
the
mutual
funds
included
in
an
Expense
Group.
The
Expense
Group
for
the
Fund
included
the
Fund
and
10
other
large-cap
core
funds.
The
Board
noted
that
the
Management
Rate
and
actual
total
expense
ratio
for
the
Fund
were
below
the
medians
of
its
Expense
Group.
The
Board
concluded
that
the
Management
Rate
charged
to
the
Fund
is
reasonable.
Profitability
The
Board
reviewed
and
considered
information
regarding
the
profits
realized
by
the
Manager
and
its
affiliates
in
connection
with
the
operation
of
the
Fund.
In
this
respect,
the
Board
considered
the
Fund
profitability
analysis
provided
by
the
Manager
that
addresses
the
overall
profitability
of
FT’s
US
fund
business,
as
well
as
its
profits
in
providing
investment
management
and
other
services
to
each
of
the
individual
funds
during
the
12-month
period
ended
September
30,
2022,
being
the
most
recent
fiscal
year-
end
for
FRI.
The
Board
noted
that
although
management
continually
makes
refinements
to
its
methodologies
used
in
calculating
profitability
in
response
to
organizational
and
product-related
changes,
the
overall
methodology
has
remained
consistent
with
that
used
in
the
Fund’s
profitability
report
presentations
from
prior
years.
The
Board
also
noted
that,
PricewaterhouseCoopers
LLP,
auditor
to
FRI
and
certain
FT
funds,
has
been
engaged
by
the
Manager
to
periodically
review
and
assess
the
allocation
methodologies
to
be
used
solely
by
the
Fund’s
Board
with
respect
to
the
profitability
analysis.
The
Board
noted
management’s
belief
that
costs
incurred
in
establishing
the
infrastructure
necessary
for
the
type
of
mutual
fund
operations
conducted
by
the
Manager
and
its
affiliates
may
not
be
fully
reflected
in
the
expenses
allocated
to
the
Fund
in
determining
its
profitability,
as
well
as
the
fact
that
the
level
of
profits,
to
a
certain
extent,
reflected
operational
cost
savings
and
efficiencies
initiated
by
management.
As
part
of
this
evaluation,
the
Board
considered
management’s
outsourcing
of
certain
operations,
which
effort
has
required
considerable
up-front
expenditures
by
the
Manager
but,
over
the
long
run
is
expected
to
result
in
greater
efficiencies.
The
Board
also
noted
management’s
expenditures
in
improving
shareholder
services
provided
to
the
Fund,
as
well
as
the
need
to
implement
systems
and
meet
additional
regulatory
and
compliance
requirements
resulting
from
recent
US
Securities
and
Exchange
Commission
and
other
regulatory
requirements.
Franklin
Managed
Trust
Shareholder
Information
39
franklintempleton.com
Annual
Report
The
Board
also
considered
the
extent
to
which
the
Manager
and
its
affiliates
might
derive
ancillary
benefits
from
fund
operations,
including
revenues
generated
from
transfer
agent
services,
potential
benefits
resulting
from
personnel
and
systems
enhancements
necessitated
by
fund
growth,
as
well
as
increased
leverage
with
service
providers
and
counterparties.
Based
upon
its
consideration
of
all
these
factors,
the
Board
concluded
that
the
level
of
profits
realized
by
the
Manager
and
its
affiliates
from
providing
services
to
the
Fund
was
not
excessive
in
view
of
the
nature,
extent
and
quality
of
services
provided
to
the
Fund.
Economies
of
Scale
The
Board
reviewed
and
considered
the
extent
to
which
the
Manager
may
realize
economies
of
scale,
if
any,
as
the
Fund
grows
larger
and
whether
the
Fund’s
management
fee
structure
reflects
any
economies
of
scale
for
the
benefit
of
shareholders.
With
respect
to
possible
economies
of
scale,
the
Board
noted
the
existence
of
management
fee
breakpoints,
which
operate
generally
to
share
any
economies
of
scale
with
the
Fund’s
shareholders
by
reducing
the
Fund’s
effective
management
fees
as
the
Fund
grows
in
size.
The
Board
considered
the
Manager’s
view
that
any
analyses
of
potential
economies
of
scale
in
managing
a
particular
fund
are
inherently
limited
in
light
of
the
joint
and
common
costs
and
investments
the
Manager
incurs
across
the
FT
family
of
funds
as
a
whole.
The
Board
concluded
that
to
the
extent
economies
of
scale
may
be
realized
by
the
Manager
and
its
affiliates,
the
Fund’s
management
fee
structure
provided
a
sharing
of
benefits
with
the
Fund
and
its
shareholders
as
the
Fund
grows.
Conclusion
Based
on
its
review,
consideration
and
evaluation
of
all
factors
it
believed
relevant,
including
the
above-described
factors
and
conclusions,
the
Board
unanimously
approved
the
continuation
of
the
Management
Agreement
for
an
additional
one-year
period.
Liquidity
Risk
Management
Program
Each
of
the
Franklin
Templeton
and
Legg
Mason
Funds
has
adopted
and
implemented
a
written
Liquidity
Risk
Management
Program
(the
“LRMP”)
as
required
by
Rule
22e-4
under
the
Investment
Company
Act
of
1940
(the
“Liquidity
Rule”).
The
LRMP
is
designed
to
assess
and
manage
each
Fund’s
liquidity
risk,
which
is
defined
as
the
risk
that
the
Fund
could
not
meet
requests
to
redeem
shares
issued
by
the
Fund
without
significant
dilution
of
remaining
investors’
interests
in
the
Fund.
In
accordance
with
the
Liquidity
Rule,
the
LRMP
includes
policies
and
procedures
that
provide
for:
(1)
assessment,
management,
and
review
(no
less
frequently
than
annually)
of
each
Fund’s
liquidity
risk;
(2)
classification
of
each
Fund’s
portfolio
holdings
into
one
of
four
liquidity
categories
(Highly
Liquid,
Moderately
Liquid,
Less
Liquid,
and
Illiquid);
(3)
for
Funds
that
do
not
primarily
hold
assets
that
are
Highly
Liquid,
establishing
and
maintaining
a
minimum
percentage
of
the
Fund’s
net
assets
in
Highly
Liquid
investments
(called
a
“Highly
Liquid
Investment
Minimum”
or
“HLIM”);
and
(4)
prohibiting
the
Fund’s
acquisition
of
Illiquid
investments
that
would
result
in
the
Fund
holding
more
than
15%
of
its
net
assets
in
Illiquid
assets.
The
LRMP
also
requires
reporting
to
the
Securities
and
Exchange
Commission
(“SEC”)
(on
a
non-public
basis)
and
to
the
Board
if
the
Fund’s
holdings
of
Illiquid
assets
exceed
15%
of
the
Fund’s
net
assets.
Funds
with
HLIMs
must
have
procedures
for
addressing
HLIM
shortfalls,
including
reporting
to
the
Board
and,
with
respect
to
HLIM
shortfalls
lasting
more
than
seven
consecutive
calendar
days,
reporting
to
the
SEC
(on
a
non-public
basis).
The
Director
of
Liquidity
Risk
within
the
Investment
Risk
Management
Group
(the
“IRMG”)
is
the
appointed
Administrator
of
the
LRMP.
The
IRMG
maintains
the
Investment
Liquidity
Committee
(the
“ILC”)
to
provide
oversight
and
administration
of
policies
and
procedures
governing
liquidity
risk
management
for
Franklin
Templeton
and
Legg
Mason
products
and
portfolios.
The
ILC
includes
representatives
from
Franklin
Templeton’s
Risk,
Trading,
Global
Compliance,
Legal,
Investment
Compliance,
Investment
Operations,
Valuation
Committee,
Product
Management
and
Global
Product
Strategy.
In
assessing
and
managing
each
Fund’s
liquidity
risk,
the
ILC
considers,
as
relevant,
a
variety
of
factors,
including
the
Fund’s
investment
strategy
and
the
liquidity
of
its
portfolio
investments
during
both
normal
and
reasonably
foreseeable
stressed
conditions;
its
short
and
long-term
cash
flow
projections;
and
its
cash
holdings
and
access
to
other
funding
sources
including
the
Funds’
interfund
lending
facility
and
line
of
credit.
Classification
of
the
Fund’s
portfolio
holdings
in
the
four
liquidity
categories
is
based
on
the
number
of
days
it
is
reasonably
expected
to
take
to
convert
the
investment
to
cash
(for
Highly
Liquid
and
Moderately
Liquid
holdings)
or
sell
or
dispose
of
the
investment
(for
Less
Liquid
and
Illiquid
investments),
in
current
market
conditions
without
significantly
changing
the
investment’s
market
value.
Each
Fund
primarily
holds
liquid
assets
that
are
defined
under
the
Liquidity
Rule
as
"Highly
Liquid
Investments,"
and
therefore
is
not
required
to
establish
an
HLIM.
Highly
Liquid
Investments
are
defined
as
cash
and
any
investment
reasonably
expected
to
be
convertible
to
cash
in
current
market
conditions
in
three
business
days
or
less
without
the
conversion
to
cash
significantly
changing
the
market
value
of
the
investment.
Franklin
Managed
Trust
Shareholder
Information
40
franklintempleton.com
Annual
Report
At
meetings
of
the
Funds’
Board
of
Trustees
held
in
May
2023,
the
Program
Administrator
provided
a
written
report
to
the
Board
addressing
the
adequacy
and
effectiveness
of
the
program
for
the
year
ended
December
31,
2022.
The
Program
Administrator
report
concluded
that
(i.)
the
LRMP,
as
adopted
and
implemented,
remains
reasonably
designed
to
assess
and
manage
each
Fund’s
liquidity
risk;
(ii.)
the
LRMP,
including
the
Highly
Liquid
Investment
Minimum
(“HLIM”)
where
applicable,
was
implemented
and
operated
effectively
to
achieve
the
goal
of
assessing
and
managing
each
Fund’s
liquidity
risk;
and
(iii.)
each
Fund
was
able
to
meet
requests
for
redemption
without
significant
dilution
of
remaining
investors’
interests
in
the
Fund.
Proxy
Voting
Policies
and
Procedures
The
Fund’s
investment
manager
has
established
Proxy
Voting
Policies
and
Procedures
(Policies)
that
the
Fund
uses
to
determine
how
to
vote
proxies
relating
to
portfolio
securities.
Shareholders
may
view
the
Fund’s
complete
Policies
online
at
franklintempleton.com.
Alternatively,
shareholders
may
request
copies
of
the
Policies
free
of
charge
by
calling
the
Proxy
Group
collect
at
(954)
527-
7678
or
by
sending
a
written
request
to:
Franklin
Templeton
Companies,
LLC,
300
S.E.
2nd
Street,
Fort
Lauderdale,
FL
33301,
Attention:
Proxy
Group.
Copies
of
the
Fund’s
proxy
voting
records
are
also
made
available
online
at
franklintempleton.com
and
posted
on
the
U.S.
Securities
and
Exchange
Commission’s
website
at
sec.gov
and
reflect
the
most
recent
12-month
period
ended
June
30.
Quarterly
Schedule
of
Investments
The
Trust,
on
behalf
of
the
Fund,
files
a
complete
schedule
of
investments
with
the
U.S.
Securities
and
Exchange
Commission
for
the
first
and
third
quarters
for
each
fiscal
year
as
an
exhibit
to
its
report
on
Form
N-PORT.
Shareholders
may
view
the
filed
Form
N-PORT
by
visiting
the
Commission’s
website
at
sec.gov.
The
filed
form
may
also
be
viewed
and
copied
at
the
Commission’s
Public
Reference
Room
in
Washington,
DC.
Information
regarding
the
operations
of
the
Public
Reference
Room
may
be
obtained
by
calling
(800)
SEC-0330.
Householding
of
Reports
and
Prospectuses
You
will
receive,
or
receive
notice
of
the
availability
of,
the
Fund's
financial
reports
every
six
months.
In
addition,
you
will
receive
as
an
annual
updated
summary
prospectus
(detail
prospectus
available
upon
request).
To
reduce
Fund
expenses,
we
try
to
identify
related
shareholders
in
a
household
and
send
only
one
copy
of
the
financial
reports
(to
the
extent
received
by
mail)
and
summary
prospectus.
This
process,
called
“householding,”
will
continue
indefinitely
unless
you
instruct
us
otherwise.
If
you
prefer
not
to
have
these
documents
householded,
please
call
us
at
(800)
632-2301.
At
any
time
you
may
view
current
prospectuses/
summary
prospectuses
and
financial
reports
on
our
website.
If
you
choose,
you
may
receive
these
documents
through
electronic
delivery.
158
A
11/23
©
2023
Franklin
Templeton
Investments.
All
rights
reserved.
Authorized
for
distribution
only
when
accompanied
or
preceded
by
a
summary
prospectus
and/or
prospectus.
Investors
should
carefully
consider
a
fund’s
investment
goals,
risks,
charges
and
expenses
before
investing.
A
prospectus
contains
this
and
other
information;
please
read
it
carefully
before
investing.
To
help
ensure
we
provide
you
with
quality
service,
all
calls
to
and
from
our
service
areas
are
monitored
and/or
recorded.
Annual
Report
and
Shareholder
Letter
Franklin
Rising
Dividends
Fund
Investment
Manager
Distributor
Shareholder
Services
Franklin
Advisers,
Inc.
Franklin
Distributors,
LLC
(800)
DIAL
BEN
®
/
342-5236
franklintempleton.com
(800)
632-2301
Item 2. Code of Ethics.
(a) The Registrant has adopted a code of ethics that applies to its principal executive officers and principal financial and accounting officer.
(c) N/A
(d) N/A
(f) Pursuant to Item 13(a)(1), the Registrant is attaching as an exhibit a copy of its code of ethics that applies to its principal executive officers and principal financial and accounting officer.
Item 3. Audit Committee Financial Expert.
(a)(1) The Registrant has an audit committee financial expert serving on its audit committee.
(2) The audit committee financial expert is Mary C. Choksi and she is "independent" as defined under the relevant Securities and Exchange Commission Rules and Releases.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees
The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the principal accountant in connection with statutory and regulatory filings or engagements were $88,694 for the fiscal year ended September 30, 2023 and $88,621 for the fiscal year ended September 30, 2022.
(b) Audit-Related Fees
The aggregate 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 were $3,000 for the fiscal year ended September 30, 2023 and $3,000 for the fiscal year ended September 30, 2022. The services for which these fees were paid included attestation services.
There were no fees paid to the principal accountant for assurance and related services rendered by the principal accountant to the registrant's investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant that are reasonably related to the performance of the audit of their financial statements.
(c) Tax Fees
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.
The aggregate fees paid to the principal accountant for professional services rendered by the principal accountant to the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrant for tax compliance, tax advice and tax planning were $140,000 for the fiscal year ended September 30, 2023, and $0 for the fiscal year ended September 30, 2022. The services for which these fees were paid included global access to tax platform International Tax View.
(d) All Other Fees
The aggregate fees paid to the principal accountant for products and services rendered by the principal accountant to the registrant not reported in paragraphs (a)-(c) of Item 4were $0 for the fiscal year ended September 30, 2023 and $8,515 for the fiscal year ended September 30, 2022. The services for which these fees were paid included professional fees in connection with SOC 1 Reports.
The aggregate 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 not reported in paragraphs (a)-(c) of Item 4 were $25,699 for the fiscal year ended September 30, 2023 and $305,142 for the fiscal year ended September 30, 2022. The services for which these fees were paid included professional fees in connection with SOC 1 Reports, professional services relating to the readiness assessment over Greenhouse Gas Emissions and Energy, fees in connection with a license for accounting and business knowledge platform Viewpoint, fees in connection with a license for employee development tool ProEdge,professional fees relating to security counts and professional fees in connection with determining the feasibility of a U.S. direct lending structure.
(e) (1) The registrant’s audit committee is directly responsible for approving the services to be provided by the auditors, including:
(i) pre-approval of all audit and audit related services;
(ii) pre-approval of all non-audit related services to be provided to the Fund by the auditors;
(iii) pre-approval of all non-audit related services to be provided to the registrant by the auditors to the registrant’s investment adviser or to any entity that controls, is controlled by or is under common control with the registrant’s investment adviser and that provides ongoing services to the registrant where the non-audit services relate directly to the operations or financial reporting of the registrant; and
(iv) establishment by the audit committee, if deemed necessary or appropriate, as an alternative to committee pre-approval of services to be provided by the auditors, as required by paragraphs (ii) and (iii) above, of policies and procedures to permit such services to be pre-approved by other means, such as through establishment of guidelines or by action of a designated member or members of the committee; provided the policies and procedures are detailed as to the particular service and the committee is informed of each service and such policies and procedures do not include delegation of audit committee responsibilities, as contemplated under the Securities Exchange Act of 1934, to management; subject, in the case of (ii) through (iv), to any waivers, exceptions or exemptions that may be available under applicable law or rules.
(e) (2) None of the services provided to the registrant described in paragraphs (b)-(d) of Item 4 were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of regulation S-X.
(f) No disclosures are required by this Item 4(f).
(g) The aggregate non-audit fees paid to the principal accountant for services rendered by the principal accountant to the registrant and the registrant’s investment adviser and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the registrantwere $168,699 for the fiscal year ended September 30, 2023 and $316,657 for the fiscal year ended September 30, 2022.
(h) The registrant’s audit committee of the board has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.
(i) N/A
(j) N/A
Item 5. Audit Committee of Listed Registrants. N/A
Item 6. Schedule of Investments. N/A
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. N/A
Item 8. Portfolio Managers of Closed-End Management Investment Companies. N/A
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers. N/A
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein.
Item 11. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
. The Registrant maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.
(b) Changes in Internal Controls
.
There have been no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Company.
N/A
Item 13. Exhibits.
(a)(1) Code of Ethics
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Christopher Kings, Chief Financial Officer, Chief Accounting Officer and Treasurer
(a)(2)(1) There were no written solicitations to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.
(a)(2)(2) There was no change in the Registrant’s independent public accountant during the period covered by the report.
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Matthew T. Hinkle, Chief Executive Officer - Finance and Administration, and Christopher Kings, 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
MANAGED TRUST
By S\MATTHEW T. HINKLE______________________
Matthew T. Hinkle
Chief Executive Officer - Finance and Administration
Date November 30, 2023
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By S\MATTHEW T. HINKLE______________________
Matthew T. Hinkle
Chief Executive Officer - Finance and Administration
Date November 30, 2023
By S\CHRISTOPHER KINGS______________________
Christopher Kings
Chief Financial Officer, Chief Accounting Officer and Treasurer
Date November 30, 2023