U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-17F-2
CERTIFICATE OF ACCOUNTING OF SECURITIES AND SIMILAR INVESTMENTS IN THE
CUSTODY OF MANAGEMENT INVESTMENT COMPANIES
PURSUANT TO RULE N-17F-2
1. Investment Company Act File Number: Date Examination completed:
811-5878 October 31, 1999
2. State Identification Number:
AL AK AZ AR CA CO
CT DE DC FL GA HI
ID IL IN IA KS KY
LA ME MD MA MI MN
MS MO MT NE NV NH
NJ NM NY NC ND OH
OK OR PA RI SC SD
TN TX UT VT VA WA
WV WI WY PUERTO RICO
3. Exact name of investment company as specified in registration statement:
FRANKLIN VALUE INVESTORS TRUST
Franklin MicroCap Fund
Franklin Value Fund
4. Address of principal executive office: (number, street, city, state, zip
code)
777 Mariners Island Blvd, San Mateo, CA 94404
REPORT OF INDEPENDENT AUDITORS
To the Boards of Trustees of:
FRANKLIN VALUE INVESTORS TRUST
Franklin MicroCap Fund
Franklin Value Fund
We have examined management's assertion about the above listed funds (the
"Funds") compliance with the requirements of subsections (b) and (c) of Rule
17f-2 under the Investment Company Act of 1940 (the "Act"), as of October 31,
1999, included in the accompanying Management Statement Regarding Compliance
with Certain Provisions of the Investment Company Act of 1940. Management is
responsible for the Funds' compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Funds' compliance based on our examination.
Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis, evidence about the Funds' compliance with those
requirements and performing such other procedures as we considered necessary
in the circumstances. Included among our procedures were the following tests
performed as of October 31, 1999, and with respect to agreement of security
purchases and sales, for the period from September 1, 1999 through
October 31, 1999:
o Inspection of the records of Franklin/Templeton Investors Services, Inc.
as they pertain to the security positions owned by the Fund and held in
book entry form.
o Reconciliation of such security positions to the books and records of
the Funds.
o Agreement of a sample of security purchases and sales since our last
report to the books and records of the Funds.
We believe that our examination provides a reasonable basis for our opinion.
Our examination does not provide a legal determination of the Funds'
compliance with specified requirements.
In our opinion, management's assertion that the Funds were in compliance with
the requirements of subsections (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 as of October 31, 1999 with respect to securities
reflected in the investment accounts of the Funds is fairly stated, in all
material respects.
This report is intended solely for the information and use of management and
the Securities and Exchange Commission and should not be used for any other
purposes.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
December 31, 1999
MANAGEMENT STATEMENT REGARDING COMPLIANCE WITH CERTAIN PROVISIONS OF THE
INVESTMENT COMPANY ACT OF 1940
We, as members of management of Franklin Value Investors Trust (the "Funds"),
are responsible for complying with the requirements of subsections (b) and
(c) of Rule 17f-2, "Custody of Investments by Registered Management
Investment Companies," of the Investment Company Act of 1940. We are also
responsible for establishing and maintaining effective internal controls over
compliance with those requirements. We have performed an evaluation of the
Funds' compliance with the requirements of subsections (b) and (c) of Rule
17f-2 as of October 31, 1999 and for the period from September 1, 1999
through October 31, 1999.
Based on this evaluation, we assert that the Funds were in compliance with
the requirements of subsection (b) and (c) of Rule 17f-2 of the Investment
Company Act of 1940 as of October 31, 1999 and for the period from September
1, 1999 through October 31, 1999 with respect to securities reflected in
the investment accounts of the Funds.
FRANKLIN VALUE INVESTORS TRUST
Franklin MicroCap Fund
Franklin Value Fund
By:
/s/ Charles B. Johnson
Charles B. Johnson
Chairman of the Board
/s/ Martin L. Flanagan
Martin L. Flanagan
Chief Financial Officer
/s/ Harmon E. Burns
Harmon E. Burns
Vice President
/s/ Kimberley H. Monasterio
Kimberley H. Monasterio
Principal Accounting Officer
