N-CSRS 1 primary-document.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-CSRS
 
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: 3/31/24
 
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.)
 
A copy of the notice transmitted to shareholders in reliance on Rule 30e-3 under the 1940 Act that contains disclosures specified by paragraph (c)(3) of that rule is included in the Annual Report.
Not Applicable
.
 
 
Semiannual
Report
Franklin
Rising
Dividends
Fund
A
Series
of
Franklin
Managed
Trust
March
31,
2024
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.
franklintempleton.com
Semiannual
Report
1
Contents
Fund
Overview
2
Performance
Summary
4
Your
Fund’s
Expenses
6
Financial
Highlights
and
Schedule
of
Investments
7
Financial
Statements
15
Notes
to
Financial
Statements
19
Shareholder
Information
26
Visit
franklintempleton.com
for
fund
updates,
to
access
your
account,
or
to
find
helpful
financial
planning
tools.
2
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
This
semiannual
report
for
Franklin
Rising
Dividends
Fund
covers
the
period
ended
March
31,
2024.
Fund
Overview
Your
Fund’s
Goal
and
Main
Investments
The
Fund
seeks
long-term
capital
appreciation.
Preservation
of
capital,
while
not
a
goal,
is
also
an
important
consideration.
Under
normal
market
conditions,
the
Fund
invests
at
least
80%
of
its
net
assets
in
companies
that
have
paid
consistently
rising
dividends.
The
Fund
invests
predominantly
in
equity
securities,
primarily
common
stock.
Companies
that
have
paid
consistently
rising
dividends
include
those
companies
that
currently
pay
dividends
on
their
common
stocks
and
have
maintained
or
increased
their
dividend
rate
during
the
last
four
consecutive
years.
The
Fund
may
invest
in
companies
of
any
size,
across
the
entire
market
spectrum,
and
may
invest
up
to
25%
of
its
total
assets
in
foreign
securities.
Performance
Overview
For
the
six
months
under
review,
the
Fund’s
Class
A
shares
posted
a
+17.48%
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
+23.48%
cumulative
total
return.
1
You
can
find
more
of
the
Fund’s
performance
data
in
the
Performance
Summary
beginning
on
page
4
.
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
Portfolio
Composition
3/31/24
%
of
Total
Net
Assets
Software
13.9%
Health
Care
Equipment
&
Supplies
9.6%
Chemicals
8.2%
Semiconductors
&
Semiconductor
Equipment
4.7%
Specialty
Retail
3.9%
Aerospace
&
Defense
3.5%
Consumer
Staples
Distribution
&
Retail
3.3%
Oil,
Gas
&
Consumable
Fuels
3.0%
Life
Sciences
Tools
&
Services
3.0%
Building
Products
2.9%
Household
Products
2.9%
Financial
Services
2.8%
IT
Services
2.8%
Health
Care
Providers
&
Services
2.7%
Other
*
30.1%
Short-Term
Investments
&
Other
Net
Assets
2.7%
*
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
3/31/24
Company
Industry
%
of
Total
Net
Assets
a
a
Microsoft
Corp.
9.7%
Software
Roper
Technologies,
Inc.
4.2%
Software
Stryker
Corp.
4.2%
Health
Care
Equipment
&
Supplies
Linde
plc
4.0%
Chemicals
Visa,
Inc.
2.8%
Financial
Services
Accenture
plc
2.8%
IT
Services
UnitedHealth
Group,
Inc.
2.7%
Health
Care
Providers
&
Services
Texas
Instruments,
Inc.
2.4%
Semiconductors
&
Semiconductor
Equipment
Analog
Devices,
Inc.
2.3%
Semiconductors
&
Semiconductor
Equipment
Becton
Dickinson
&
Co.
2.2%
Health
Care
Equipment
&
Supplies
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.
Important
data
provider
notices
and
terms
available
at
www.franklintempletondatasources.com.
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
12
.
Franklin
Rising
Dividends
Fund
3
franklintempleton.com
Semiannual
Report
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
CFA
®
is
a
trademark
owned
by
CFA
Institute.
Performance
Summary
as
of
March
31,
2024
Franklin
Rising
Dividends
Fund
4
franklintempleton.com
Semiannual
Report
The
performance
table
does
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
3/31/24
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
6-Month
+17.48%
+11.02%
1-Year
+16.31%
+9.92%
5-Year
+79.23%
+11.11%
10-Year
+180.67%
+10.25%
Advisor
6-Month
+17.64%
+17.64%
1-Year
+16.62%
+16.62%
5-Year
+81.49%
+12.66%
10-Year
+187.83%
+11.15%
See
page
5
for
Performance
Summary
footnotes.
Franklin
Rising
Dividends
Fund
Performance
Summary
5
franklintempleton.com
Semiannual
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.
Gross
expenses
are
the
Fund’s
total
annual
operating
expenses
as
of
the
Fund's
prospectus
available
at
the
time
of
publication.
Actual
expenses
may
be
higher
and
may
impact
portfolio
returns.
Net
expenses
reflect
contractual
fee
waivers,
expense
caps
and/or
reimbursements,
which
cannot
be
terminated
prior
to
01/31/2025
without
Board
consent.
Additional
amounts
may
be
voluntarily
waived
and/or
reimbursed
and
may
be
modified
or
discontinued
at
any
time
without
notice.
2.
Cumulative
total
return
represents
the
change
in
value
of
an
investment
over
the
periods
indicated.
3.
Average
annual
total
return
represents
the
average
annual
change
in
value
of
an
investment
over
the
periods
indicated.
Return
for
less
than
one
year,
if
any,
has
not
been
annualized.
4.
Prior
to
9/10/18,
these
shares
were
offered
at
a
higher
initial
sales
charge
of
5.75%,
thus
actual
returns
(with
sales
charges)
would
have
differed.
Average
annual
total
returns
(with
sales
charges)
have
been
restated
to
reflect
the
current
maximum
initial
sales
charge
of
5.50%.
5.
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.
Important
data
provider
notices
and
terms
available
at
www.franklintempletondatasources.com.
Distributions
(10/1/23–3/31/24)
Share
Class
Net
Investment
Income
Long-Term
Capital
Gain
Total
A
$0.4076
$3.1893
$3.5969
C
$0.0524
$3.1893
$3.2417
R
$0.2937
$3.1893
$3.4830
R6
$0.5459
$3.1893
$3.7352
Advisor
$0.5180
$3.1893
$3.7073
Total
Annual
Operating
Expenses
5
Share
Class
With
Fee
Waiver
Without
Fee
Waiver
A
0.84%
0.85%
Advisor
0.59%
0.60%
Your
Fund’s
Expenses
Franklin
Rising
Dividends
Fund
6
franklintempleton.com
Semiannual
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
183/366
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
10/1/23
Ending
Account
Value
3/31/24
Expenses
Paid
During
Period
10/1/23–3/31/24
1,2
Ending
Account
Value
3/31/24
Expenses
Paid
During
Period
10/1/23–3/31/24
1,2
a
Net
Annualized
Expense
Ratio
2
A
$1,000
$1,174.80
$4.48
$1,020.88
$4.16
0.82%
C
$1,000
$1,170.50
$8.54
$1,017.13
$7.94
1.57%
R
$1,000
$1,173.40
$5.84
$1,019.63
$5.42
1.07%
R6
$1,000
$1,176.80
$2.77
$1,022.46
$2.57
0.51%
Advisor
$1,000
$1,176.40
$3.12
$1,022.13
$2.90
0.57%
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
7
a
Six
Months
Ended
March
31,
2024
(unaudited)
Year
Ended
September
30,
2023
2022
2021
2020
2019
Class
A
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$84.29
$76.32
$90.55
$72.25
$67.81
$66.02
Income
from
investment
operations
a
:
Net
investment
income
b
.............
0.49
0.94
0.76
0.63
0.69
0.73
Net
realized
and
unrealized
gains
(losses)
13.88
11.20
(10.61)
18.30
5.84
3.97
Total
from
investment
operations
........
14.37
12.14
(9.85)
18.93
6.53
4.70
Less
distributions
from:
Net
investment
income
..............
(0.41)
(0.83)
(0.64)
(0.63)
(0.71)
(0.75)
Net
realized
gains
.................
(3.19)
(3.34)
(3.74)
—
(1.38)
(2.16)
Total
distributions
...................
(3.60)
(4.17)
(4.38)
(0.63)
(2.09)
(2.91)
Net
asset
value,
end
of
period
..........
$95.06
$84.29
$76.32
$90.55
$72.25
$67.81
Total
return
c
.......................
17.48%
15.99%
(11.63)%
26.31%
9.97%
7.55%
Ratios
to
average
net
assets
d
Expenses
before
waiver
and
payments
by
affiliates
..........................
0.84%
0.84%
0.84%
0.85%
0.86%
0.87%
Expenses
net
of
waiver
and
payments
by
affiliates
..........................
0.82%
0.83%
e
0.84%
e,f
0.85%
e,f
0.86%
e,f
0.87%
e,f
Net
investment
income
...............
1.10%
1.11%
0.86%
0.74%
1.02%
1.16%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$19,362,611
$17,081,636
$15,339,642
$17,819,162
$14,152,903
$13,214,451
Portfolio
turnover
rate
................
1.98%
1.88%
3.02%
g
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,
and
is
not
annualized
for
periods
less
than
one
year.
d
Ratios
are
annualized
for
periods
less
than
one
year.
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
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
8
a
Six
Months
Ended
March
31,
2024
(unaudited)
Year
Ended
September
30,
2023
2022
2021
2020
2019
Class
C
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$82.31
$74.58
$88.67
$70.77
$66.43
$64.73
Income
from
investment
operations
a
:
Net
investment
income
(loss)
b
........
0.15
0.29
0.09
(—)
c
0.18
0.25
Net
realized
and
unrealized
gains
(losses)
13.57
10.97
(10.38)
17.95
5.75
3.88
Total
from
investment
operations
........
13.72
11.26
(10.29)
17.95
5.93
4.13
Less
distributions
from:
Net
investment
income
..............
(0.05)
(0.19)
(0.06)
(0.05)
(0.21)
(0.27)
Net
realized
gains
.................
(3.19)
(3.34)
(3.74)
—
(1.38)
(2.16)
Total
distributions
...................
(3.24)
(3.53)
(3.80)
(0.05)
(1.59)
(2.43)
Net
asset
value,
end
of
period
..........
$92.79
$82.31
$74.58
$88.67
$70.77
$66.43
Total
return
d
.......................
17.05%
15.15%
(12.31)%
25.37%
9.13%
6.75%
Ratios
to
average
net
assets
e
Expenses
before
waiver
and
payments
by
affiliates
..........................
1.58%
1.59%
1.59%
1.60%
1.61%
1.62%
Expenses
net
of
waiver
and
payments
by
affiliates
..........................
1.57%
1.58%
f
1.59%
f,g
1.60%
f,g
1.61%
f,g
1.62%
f,g
Net
investment
income
(loss)
..........
0.35%
0.35%
0.10%
(—)%
h
0.28%
0.41%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$963,984
$925,650
$1,101,919
$1,572,738
$1,963,672
$2,375,567
Portfolio
turnover
rate
................
1.98%
1.88%
3.02%
i
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,
and
is
not
annualized
for
periods
less
than
one
year.
e
Ratios
are
annualized
for
periods
less
than
one
year.
f
Benefit
of
expense
reduction
rounds
to
less
than
0.01%.
g
Benefit
of
waiver
and
payments
by
affiliates
rounds
to
less
than
0.01%.
h
Rounds
to
less
than
0.01%.
i
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
9
a
Six
Months
Ended
March
31,
2024
(unaudited)
Year
Ended
September
30,
2023
2022
2021
2020
2019
Class
R
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$83.95
$76.02
$90.21
$71.98
$67.56
$65.78
Income
from
investment
operations
a
:
Net
investment
income
b
.............
0.37
0.73
0.54
0.42
0.52
0.57
Net
realized
and
unrealized
gains
(losses)
13.83
11.16
(10.59)
18.24
5.82
3.96
Total
from
investment
operations
........
14.20
11.89
(10.05)
18.66
6.34
4.53
Less
distributions
from:
Net
investment
income
..............
(0.29)
(0.62)
(0.40)
(0.43)
(0.54)
(0.59)
Net
realized
gains
.................
(3.19)
(3.34)
(3.74)
—
(1.38)
(2.16)
Total
distributions
...................
(3.48)
(3.96)
(4.14)
(0.43)
(1.92)
(2.75)
Net
asset
value,
end
of
period
..........
$94.67
$83.95
$76.02
$90.21
$71.98
$67.56
Total
return
c
.......................
17.34%
15.72%
(11.87)%
26.00%
9.67%
7.28%
Ratios
to
average
net
assets
d
Expenses
before
waiver
and
payments
by
affiliates
..........................
1.09%
1.09%
1.09%
1.10%
1.11%
1.12%
Expenses
net
of
waiver
and
payments
by
affiliates
..........................
1.07%
1.08%
e
1.09%
e,f
1.10%
e,f
1.11%
e,f
1.12%
e,f
Net
investment
income
...............
0.85%
0.85%
0.61%
0.49%
0.78%
0.91%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$185,857
$168,492
$159,396
$192,325
$176,413
$194,827
Portfolio
turnover
rate
................
1.98%
1.88%
3.02%
g
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
is
not
annualized
for
periods
less
than
one
year.
d
Ratios
are
annualized
for
periods
less
than
one
year.
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
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
10
a
Six
Months
Ended
March
31,
2024
(unaudited)
Year
Ended
September
30,
2023
2022
2021
2020
2019
Class
R6
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$84.22
$76.27
$90.51
$72.21
$67.79
$65.97
Income
from
investment
operations
a
:
Net
investment
income
b
.............
0.63
1.21
1.05
0.90
0.90
0.94
Net
realized
and
unrealized
gains
(losses)
13.87
11.18
(10.62)
18.29
5.83
3.98
Total
from
investment
operations
........
14.50
12.39
(9.57)
19.19
6.73
4.92
Less
distributions
from:
Net
investment
income
..............
(0.55)
(1.10)
(0.93)
(0.89)
(0.93)
(0.94)
Net
realized
gains
.................
(3.19)
(3.34)
(3.74)
—
(1.38)
(2.16)
Total
distributions
...................
(3.74)
(4.44)
(4.67)
(0.89)
(2.31)
(3.10)
Net
asset
value,
end
of
period
..........
$94.98
$84.22
$76.27
$90.51
$72.21
$67.79
Total
return
c
.......................
17.68%
16.36%
(11.35)%
26.72%
10.33%
7.91%
Ratios
to
average
net
assets
d
Expenses
before
waiver
and
payments
by
affiliates
..........................
0.52%
0.52%
0.52%
0.53%
0.53%
0.53%
Expenses
net
of
waiver
and
payments
by
affiliates
..........................
0.51%
0.51%
e
0.52%
e,f
0.53%
e,f
0.53%
e,f
0.53%
e,f
Net
investment
income
...............
1.41%
1.42%
1.19%
1.06%
1.35%
1.50%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$3,421,533
$2,923,672
$2,331,423
$2,510,987
$2,187,987
$1,852,106
Portfolio
turnover
rate
................
1.98%
1.88%
3.02%
g
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
is
not
annualized
for
periods
less
than
one
year.
d
Ratios
are
annualized
for
periods
less
than
one
year.
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
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
Franklin
Managed
Trust
Financial
Highlights
Franklin
Rising
Dividends
Fund
(continued)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
11
a
Six
Months
Ended
March
31,
2024
(unaudited)
Year
Ended
September
30,
2023
2022
2021
2020
2019
Advisor
Class
Per
share
operating
performance
(for
a
share
outstanding
throughout
the
period)
Net
asset
value,
beginning
of
period
.....
$84.23
$76.27
$90.50
$72.21
$67.78
$65.98
Income
from
investment
operations
a
:
Net
investment
income
b
.............
0.60
1.15
0.98
0.84
0.85
0.89
Net
realized
and
unrealized
gains
(losses)
13.87
11.19
(10.61)
18.28
5.84
3.97
Total
from
investment
operations
........
14.47
12.34
(9.63)
19.12
6.69
4.86
Less
distributions
from:
Net
investment
income
..............
(0.52)
(1.04)
(0.86)
(0.83)
(0.88)
(0.90)
Net
realized
gains
.................
(3.19)
(3.34)
(3.74)
—
(1.38)
(2.16)
Total
distributions
...................
(3.71)
(4.38)
(4.60)
(0.83)
(2.26)
(3.06)
Net
asset
value,
end
of
period
..........
$94.99
$84.23
$76.27
$90.50
$72.21
$67.78
Total
return
c
.......................
17.64%
16.28%
(11.41)%
26.62%
10.25%
7.82%
Ratios
to
average
net
assets
d
Expenses
before
waiver
and
payments
by
affiliates
..........................
0.59%
0.59%
0.59%
0.60%
0.61%
0.62%
Expenses
net
of
waiver
and
payments
by
affiliates
..........................
0.57%
0.58%
e
0.59%
e,f
0.60%
e,f
0.61%
e,f
0.62%
e,f
Net
investment
income
...............
1.35%
1.36%
1.11%
0.99%
1.28%
1.41%
Supplemental
data
Net
assets,
end
of
period
(000’s)
........
$4,409,556
$3,878,570
$3,430,804
$4,295,258
$3,421,716
$3,282,003
Portfolio
turnover
rate
................
1.98%
1.88%
3.02%
g
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
is
not
annualized
for
periods
less
than
one
year.
d
Ratios
are
annualized
for
periods
less
than
one
year.
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
Excludes
the
value
of
portfolio
activity
as
a
result
of
in-kind
transactions.
Franklin
Managed
Trust
Schedule
of
Investments
(unaudited),
March
31,
2024
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
12
a
a
Shares
a
Value
a
Common
Stocks
97.3%
Aerospace
&
Defense
3.5%
General
Dynamics
Corp.
..............................................
1,567,645
$
442,844,036
RTX
Corp.
........................................................
5,600,042
546,172,096
989,016,132
Air
Freight
&
Logistics
1.5%
United
Parcel
Service,
Inc.,
B
..........................................
2,953,352
438,956,708
Banks
1.8%
JPMorgan
Chase
&
Co.
...............................................
2,555,890
511,944,767
Beverages
2.0%
PepsiCo,
Inc.
......................................................
3,223,083
564,071,756
Biotechnology
1.7%
AbbVie,
Inc.
.......................................................
2,602,832
473,975,707
Building
Products
2.9%
Carlisle
Cos.,
Inc.
...................................................
1,017,507
398,710,118
Johnson
Controls
International
plc
.......................................
6,572,077
429,288,070
827,998,188
Capital
Markets
2.2%
Charles
Schwab
Corp.
(The)
...........................................
2,050,000
148,297,000
Nasdaq,
Inc.
.......................................................
7,466,028
471,106,367
619,403,367
Chemicals
8.2%
Air
Products
and
Chemicals,
Inc.
........................................
2,263,140
548,290,928
Ecolab,
Inc.
........................................................
1,830,297
422,615,577
Linde
plc
..........................................................
2,430,334
1,128,452,683
Sherwin-Williams
Co.
(The)
............................................
641,874
222,942,096
2,322,301,284
Commercial
Services
&
Supplies
2.1%
Cintas
Corp.
.......................................................
815,023
559,945,252
Veralto
Corp.
.......................................................
298,518
26,466,606
586,411,858
Consumer
Staples
Distribution
&
Retail
3.3%
Target
Corp.
.......................................................
2,668,414
472,869,645
Walmart,
Inc.
......................................................
7,729,821
465,103,330
937,972,975
Electrical
Equipment
1.3%
nVent
Electric
plc
...................................................
4,935,265
372,118,981
Financial
Services
2.8%
Visa,
Inc.,
A
........................................................
2,872,121
801,551,529
Food
Products
2.6%
McCormick
&
Co.,
Inc.
...............................................
4,253,378
326,701,964
Mondelez
International,
Inc.,
A
..........................................
5,885,125
411,958,750
738,660,714
Ground
Transportation
2.0%
JB
Hunt
Transport
Services,
Inc.
........................................
1,173,960
233,911,530
Norfolk
Southern
Corp.
...............................................
1,362,167
347,175,503
581,087,033
Health
Care
Equipment
&
Supplies
9.6%
Abbott
Laboratories
..................................................
4,559,477
518,230,156
Franklin
Managed
Trust
Schedule
of
Investments
(unaudited)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
13
a
a
Shares
a
Value
a
Health
Care
Equipment
&
Supplies
(continued)
Becton
Dickinson
&
Co.
...............................................
2,520,300
$
623,648,235
Medtronic
plc
......................................................
4,504,090
392,531,444
Stryker
Corp.
......................................................
3,291,974
1,178,098,735
2,712,508,570
Health
Care
Providers
&
Services
2.7%
UnitedHealth
Group,
Inc.
..............................................
1,556,732
770,115,320
Hotels,
Restaurants
&
Leisure
2.5%
McDonald's
Corp.
...................................................
2,001,600
564,351,120
Starbucks
Corp.
....................................................
1,452,687
132,761,065
697,112,185
Household
Products
2.9%
Colgate-Palmolive
Co.
...............................................
3,243,390
292,067,269
Procter
&
Gamble
Co.
(The)
...........................................
3,194,991
518,387,290
810,454,559
Industrial
Conglomerates
2.2%
Honeywell
International,
Inc.
...........................................
2,996,092
614,947,883
Insurance
0.9%
Erie
Indemnity
Co.,
A
.................................................
666,500
267,646,405
IT
Services
2.8%
Accenture
plc,
A
....................................................
2,269,928
786,779,744
Life
Sciences
Tools
&
Services
3.0%
Danaher
Corp.
.....................................................
1,309,155
326,922,187
West
Pharmaceutical
Services,
Inc.
......................................
1,322,781
523,437,669
850,359,856
Machinery
2.1%
Donaldson
Co.,
Inc.
.................................................
2,464,317
184,035,193
Dover
Corp.
.......................................................
2,294,110
406,493,351
590,528,544
Oil,
Gas
&
Consumable
Fuels
3.0%
Chevron
Corp.
.....................................................
2,201,898
347,327,391
EOG
Resources,
Inc.
................................................
2,066,712
264,208,462
Exxon
Mobil
Corp.
...................................................
2,173,138
252,605,561
864,141,414
Pharmaceuticals
1.6%
Johnson
&
Johnson
.................................................
2,845,857
450,186,119
Semiconductors
&
Semiconductor
Equipment
4.7%
Analog
Devices,
Inc.
.................................................
3,280,400
648,830,316
Texas
Instruments,
Inc.
...............................................
3,848,273
670,407,639
1,319,237,955
Software
13.9%
Microsoft
Corp.
.....................................................
6,524,383
2,744,938,416
Roper
Technologies,
Inc.
..............................................
2,133,247
1,196,410,247
3,941,348,663
Specialty
Retail
3.9%
Lowe's
Cos.,
Inc.
....................................................
2,429,764
618,933,783
Ross
Stores,
Inc.
...................................................
3,418,972
501,768,331
1,120,702,114
Franklin
Managed
Trust
Schedule
of
Investments
(unaudited)
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
14
a
a
Shares
a
Value
a
Technology
Hardware,
Storage
&
Peripherals
0.3%
Apple,
Inc.
........................................................
430,708
$
73,857,808
Textiles,
Apparel
&
Luxury
Goods
1.3%
NIKE,
Inc.,
B
.......................................................
4,041,697
379,838,684
Trading
Companies
&
Distributors
2.0%
WW
Grainger,
Inc.
...................................................
567,266
577,079,702
Total
Common
Stocks
(Cost
$9,926,113,428)
....................................
27,592,316,524
a
a
a
a
Short
Term
Investments
2.7%
a
Money
Market
Funds
2.7%
a,b
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio,
4.997%
..................
755,638,156
755,638,156
Total
Money
Market
Funds
(Cost
$
755,638,156)
.................................
755,638,156
Total
Short
Term
Investments
(Cost
$755,638,156
)
...............................
755,638,156
a
Total
Investments
(Cost
$10,681,751,584)
100.0%
...............................
$28,347,954,680
Other
Assets,
less
Liabilities
0.0%
†
............................................
(4,413,773)
Net
Assets
100.0%
...........................................................
$28,343,540,907
†
Rounds
to
less
than
0.1%
of
net
assets.
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
March
31,
2024
(unaudited)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
15
Franklin
Rising
Dividends
Fund
Assets:
Investments
in
securities:
Cost
-
Unaffiliated
issuers
...................................................................
$9,926,113,428
Cost
-
Non-controlled
affiliates
(Note
3f)
........................................................
755,638,156
Value
-
Unaffiliated
issuers
..................................................................
$27,592,316,524
Value
-
Non-controlled
affiliates
(Note
3f)
........................................................
755,638,156
Cash
....................................................................................
5,249,983
Receivables:
Capital
shares
sold
........................................................................
11,101,231
Dividends
...............................................................................
27,530,418
Total
assets
..........................................................................
28,391,836,312
Liabilities:
Payables:
Capital
shares
redeemed
...................................................................
25,984,424
Management
fees
.........................................................................
11,367,704
Distribution
fees
..........................................................................
4,941,177
Transfer
agent
fees
........................................................................
4,852,065
Trustees'
fees
and
expenses
.................................................................
54
Accrued
expenses
and
other
liabilities
...........................................................
1,149,981
Total
liabilities
.........................................................................
48,295,405
Net
assets,
at
value
.................................................................
$28,343,540,907
Net
assets
consist
of:
Paid-in
capital
.............................................................................
$10,183,654,741
Total
distributable
earnings
(losses)
.............................................................
18,159,886,166
Net
assets,
at
value
.................................................................
$28,343,540,907
Franklin
Managed
Trust
Financial
Statements
Statement
of
Assets
and
Liabilities
(continued)
March
31,
2024
(unaudited)
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
16
Franklin
Rising
Dividends
Fund
Class
A:
Net
assets,
at
value
.......................................................................
$19,362,610,690
Shares
outstanding
........................................................................
203,679,586
Net
asset
value
per
share
a,b
..................................................................
$95.06
Maximum
offering
price
per
share
(net
asset
value
per
share
÷
94.50%)
b
................................
$100.59
Class
C:
Net
assets,
at
value
.......................................................................
$963,983,874
Shares
outstanding
........................................................................
10,389,231
Net
asset
value
and
maximum
offering
price
per
share
a,b
............................................
$92.79
Class
R:
Net
assets,
at
value
.......................................................................
$185,856,672
Shares
outstanding
........................................................................
1,963,244
Net
asset
value
and
maximum
offering
price
per
share
b
.............................................
$94.67
Class
R6:
Net
assets,
at
value
.......................................................................
$3,421,533,368
Shares
outstanding
........................................................................
36,023,546
Net
asset
value
and
maximum
offering
price
per
share
b
.............................................
$94.98
Advisor
Class:
Net
assets,
at
value
.......................................................................
$4,409,556,303
Shares
outstanding
........................................................................
46,422,233
Net
asset
value
and
maximum
offering
price
per
share
b
.............................................
$94.99
a
Redemption
price
is
equal
to
net
asset
value
less
contingent
deferred
sales
charges,
if
applicable.
b
Net
asset
value
per
share
may
not
recalculate
due
to
rounding.
Franklin
Managed
Trust
Financial
Statements
Statement
of
Operations
for
the
six
months
ended
March
31,
2024
(unaudited)
franklintempleton.com
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
Semiannual
Report
17
Franklin
Rising
Dividends
Fund
Investment
income:
Dividends:
Unaffiliated
issuers
........................................................................
$233,122,421
Non-controlled
affiliates
(Note
3f)
.............................................................
20,861,437
Total
investment
income
...................................................................
253,983,858
Expenses:
Management
fees
(Note
3
a
)
...................................................................
64,785,411
Distribution
fees:
(Note
3c
)
    Class
A
................................................................................
22,569,992
    Class
C
................................................................................
4,677,508
    Class
R
................................................................................
434,749
Transfer
agent
fees:
(Note
3e
)
    Class
A
................................................................................
7,522,428
    Class
C
................................................................................
389,928
    Class
R
................................................................................
72,459
    Class
R6
...............................................................................
273,358
    Advisor
Class
............................................................................
1,713,420
Custodian
fees
.............................................................................
73,842
Reports
to
shareholders
fees
..................................................................
645,602
Registration
and
filing
fees
....................................................................
217,031
Professional
fees
...........................................................................
78,392
Trustees'
fees
and
expenses
..................................................................
163,752
Other
....................................................................................
353,749
Total
expenses
.........................................................................
103,971,621
Expenses
waived/paid
by
affiliates
(Note
3f
and
3g)
..............................................
(1,449,332)
Net
expenses
.........................................................................
102,522,289
Net
investment
income
................................................................
151,461,569
Realized
and
unrealized
gains
(losses):
Net
realized
gain
(loss)
from:
Investments:
Unaffiliated
issuers
......................................................................
523,823,530
Net
change
in
unrealized
appreciation
(depreciation)
on:
Investments:
Unaffiliated
issuers
......................................................................
3,613,834,538
Net
realized
and
unrealized
gain
(loss)
............................................................
4,137,658,068
Net
increase
(decrease)
in
net
assets
resulting
from
operations
..........................................
$4,289,119,637
Franklin
Managed
Trust
Financial
Statements
Statements
of
Changes
in
Net
Assets
franklintempleton.com
Semiannual
Report
The
accompanying
notes
are
an
integral
part
of
these
financial
statements.
18
Franklin
Rising
Dividends
Fund
Six
Months
Ended
March
31,
2024
(unaudited)
Year
Ended
September
30,
2023
Increase
(decrease)
in
net
assets:
Operations:
Net
investment
income
.................................................
$151,461,569
$290,391,076
Net
realized
gain
(loss)
.................................................
523,823,530
941,362,608
Net
change
in
unrealized
appreciation
(depreciation)
...........................
3,613,834,538
2,349,565,860
Net
increase
(decrease)
in
net
assets
resulting
from
operations
................
4,289,119,637
3,581,319,544
Distributions
to
shareholders:
Class
A
.............................................................
(720,639,588)
(835,720,058)
Class
C
.............................................................
(34,534,861)
(49,374,445)
Class
R
.............................................................
(6,737,847)
(8,195,796)
Class
R6
............................................................
(130,083,718)
(139,145,312)
Advisor
Class
........................................................
(169,547,571)
(197,448,806)
Total
distributions
to
shareholders
..........................................
(1,061,543,585)
(1,229,884,417)
Capital
share
transactions:
(Note
2
)
Class
A
.............................................................
75,640,481
128,492,798
Class
C
.............................................................
(74,590,218)
(296,513,962)
Class
R
.............................................................
(3,814,420)
(7,873,271)
Class
R6
............................................................
112,209,897
349,236,590
Advisor
Class
........................................................
28,499,283
90,058,355
Total
capital
share
transactions
............................................
137,945,023
263,400,510
Net
increase
(decrease)
in
net
assets
...................................
3,365,521,075
2,614,835,637
Net
assets:
Beginning
of
period
.....................................................
24,978,019,832
22,363,184,195
End
of
period
..........................................................
$28,343,540,907
$24,978,019,832
Franklin
Managed
Trust
19
franklintempleton.com
Semiannual
Report
Notes
to
Financial
Statements
(unaudited)
Franklin
Rising
Dividends
Fund
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
securities
on
the
last
business
day
and
the
last
calendar
day
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
20
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
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 if
applicable,
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
March
31,
2024, 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
reclassifications
have
no
impact
on
net
1.
Organization
and
Significant
Accounting
Policies
(continued)
a.
Financial
Instrument
Valuation
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
21
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
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
March
31,
2024,
there
were
an
unlimited
number
of
shares
authorized
(without
par
value).
Transactions
in
the
Fund's
shares
were
as
follows:
Six
Months
Ended
March
31,
2024
Year
Ended
September
30,
2023
Shares
Amount
Shares
Amount
Class
A
Shares:
Shares
sold
a
...................................
6,986,946
$619,663,566
18,899,790
$1,609,470,737
Shares
issued
in
reinvestment
of
distributions
..........
8,068,720
697,279,115
9,646,027
806,233,833
Shares
redeemed
...............................
(14,027,275)
(1,241,302,200)
(26,892,166)
(2,287,211,772)
Net
increase
(decrease)
..........................
1,028,391
$75,640,481
1,653,651
$128,492,798
Class
C
Shares:
Shares
sold
...................................
612,878
$53,189,424
1,785,428
$148,390,420
Shares
issued
in
reinvestment
of
distributions
..........
399,566
33,854,433
594,062
48,458,491
Shares
redeemed
a
..............................
(1,869,515)
(161,634,075)
(5,907,261)
(493,362,873)
Net
increase
(decrease)
..........................
(857,071)
$(74,590,218)
(3,527,771)
$(296,513,962)
Class
R
Shares:
Shares
sold
...................................
118,736
$10,537,897
340,798
$28,864,636
Shares
issued
in
reinvestment
of
distributions
..........
77,989
6,720,724
98,130
8,166,754
Shares
redeemed
...............................
(240,643)
(21,073,041)
(528,521)
(44,904,661)
Net
increase
(decrease)
..........................
(43,918)
$(3,814,420)
(89,593)
$(7,873,271)
1.
Organization
and
Significant
Accounting
Policies
(continued)
d.
Security
Transactions,
Investment
Income,
Expenses
and
Distributions
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
22
franklintempleton.com
Semiannual
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
period
ended
March
31,
2024,
the
annualized
gross
effective
investment
management
fee
rate
was 0.490%
of
the
Fund’s
average daily
net
assets. 
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.
Six
Months
Ended
March
31,
2024
Year
Ended
September
30,
2023
Shares
Amount
Shares
Amount
Class
R6
Shares:
Shares
sold
...................................
3,381,914
$299,239,071
8,433,112
$717,033,472
Shares
issued
in
reinvestment
of
distributions
..........
1,439,608
124,107,837
1,582,127
132,203,049
Shares
redeemed
...............................
(3,510,809)
(311,137,011)
(5,871,115)
(499,999,931)
Net
increase
(decrease)
..........................
1,310,713
$112,209,897
4,144,124
$349,236,590
Advisor
Class
Shares:
Shares
sold
...................................
3,195,122
$282,858,011
7,492,690
$638,398,268
Shares
issued
in
reinvestment
of
distributions
..........
1,834,434
158,196,608
2,199,756
183,736,871
Shares
redeemed
...............................
(4,654,139)
(412,555,336)
(8,629,579)
(732,076,784)
Net
increase
(decrease)
..........................
375,417
$28,499,283
1,062,867
$90,058,355
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
(unaudited)
23
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
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
fund
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
period:
e.
Transfer
Agent
Fees
Each
class
of
shares pays
transfer
agent
fees,
calculated
monthly
and
paid
monthly, to
Investor
Services
for
its
performance
of
shareholder
servicing
obligations. The
fees
are based
on
a
fixed
margin
earned
by
Investor
Services
and
are allocated
to
the Fund
based
upon
relative
assets
and
relative
transactions. In
addition,
each
class reimburses
Investor
Services
for
out
of
pocket
expenses
incurred
and,
except
for
Class
R6, reimburses
shareholder
servicing
fees
paid
to
third
parties.
These
fees
paid
to
third
parties
are
accrued
and
allocated
daily
based
upon
their
relative
proportion
of
such
classes'
aggregate
net
assets.
Class
R6
pays
Investor
Services
transfer
agent
fees
allocated
specifically
to
that
class
based
upon
its
relative
assets
and
relative
transactions.
For
the
period
ended
March
31,
2024,
the Fund
paid
transfer
agent
fees
as
noted
in
the
Statement of
Operations,
of
which
$3,023,960
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
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
period
ended
March
31,
2024,
the
Fund
held
investments
in
affiliated
management
investment
companies
as
follows:
Class
A
....................................................................................
0.25%
Class
C
....................................................................................
1.00%
Class
R
....................................................................................
0.50%
Sales
charges
retained
net
of
commissions
paid
to
unaffiliated
brokers/dealers
..............................
$837,006
CDSC
retained
..............................................................................
$69,625
3.
Transactions
with
Affiliates
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
24
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
g.
Waiver
and
Expense
Reimbursements
Transfer
agent
fees
on
Class
R6
shares
of
the
Fund have
been
capped
so
that
transfer
agent
fees
for
that
class
do
not
exceed
0.03%
based
on
the
average
net
assets
of
the
class
until January 31,
2025.
4.
Income
Taxes
At
March
31,
2024,
the
cost
of
investments
and
net
unrealized
appreciation
(depreciation) for
income
tax
purposes
were
as
follows:
Differences
between
income
and/or
capital
gains
as
determined
on
a
book
basis
and
a
tax
basis
are
primarily
due
to
differing
treatments
of
corporate
actions.
5.
Investment
Transactions
Purchases
and
sales
of
investments (excluding
short
term
securities) for
the
period
ended
March
31,
2024,
aggregated
$508,226,512 and
$1,092,033,573,
respectively. 
6.
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
January
31,
2025.
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,
    aa
Value
at
Beginning
of
Period
Purchases
Sales
Realized
Gain
(Loss)
Net
Change
in
Unrealized
Appreciation
(Depreciation)
Value
at
End
of
Period
Number
of
Shares
Held
at
End
of
Period
Investment
Income
a      
a  
a  
a  
a  
a  
a  
a  
Franklin
Rising
Dividends
Fund
Non-Controlled
Affiliates
Dividends
Institutional
Fiduciary
Trust
-
Money
Market
Portfolio
,
4.997
%
$927,810,935
$799,930,828
$(972,103,607)
$—
$—
$755,638,156
755,638,156
$20,861,437
Total
Affiliated
Securities
...
$927,810,935
$799,930,828
$(972,103,607)
$—
$—
$755,638,156
$20,861,437
Cost
of
investments
..........................................................................
$10,715,636,084
Unrealized
appreciation
........................................................................
$17,666,203,096
Unrealized
depreciation
........................................................................
(33,884,500)
Net
unrealized
appreciation
(depreciation)
..........................................................
$17,632,318,596
3.
Transactions
with
Affiliates
(continued)
f.
Investments
in
Affiliated
Management
Investment
Companies
(continued)
Franklin
Managed
Trust
Notes
to
Financial
Statements
(unaudited)
25
franklintempleton.com
Semiannual
Report
Franklin
Rising
Dividends
Fund
(continued)
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
period
ended
March
31,
2024,
the Fund
did
not
use
the
Global
Credit
Facility.
7.
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.)
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
March
31,
2024,
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.
8.
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.
6.
Credit
Facility
(continued)
Franklin
Managed
Trust
Shareholder
Information
26
franklintempleton.com
Semiannual
Report
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
S
05/24
©
2024
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.
Semiannual
Report
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.
               
N/A
 
 
Item 5. Audit Committee of Listed Registrants.                    N/A
 
 
Item 6. Schedule of Investments.                                  N/A
 
 
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.                    N/A
 
 
Item 8. Portfolio Managers of Closed-End Management Investment Companies.                                              N/A
 
 
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and
Affiliated Purchasers.                   N/A
 
 
Item 10. Submission of Matters to a Vote of Security Holders.
 
There have been no changes to the procedures by which shareholders may recommend nominees to the Registrant's Board of Trustees that would require disclosure herein.
 
 
Item 11. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
. The Registrant maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant’s management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
Within 90 days prior to the filing date of this Shareholder Report on Form N-CSR, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant’s management, including the Registrant’s principal executive officer and the Registrant’s principal financial officer, of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures. Based on such evaluation, the Registrant’s principal executive officer and principal financial officer concluded that the Registrant’s disclosure controls and procedures are effective.

(b) Changes in Internal Controls
. There have been no changes in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect the internal control over financial reporting.


Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Company.                     N/A
 


Item 13. Recovery of Erroneously Awarded Compensation.
 
(a) N/A


(b) N/A
 
 
Item 14. Exhibits.
 
(a)(1) Code of Ethics
 
 
(a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer - Finance and Administration, and Jeffrey White, Chief Financial Officer, Chief Accounting Officer and Treasurer
 
 
(a)(2)(1) There were no written solicitations to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the Registrant to 10 or more persons.
 
(a)(2)(2) There was no change in the Registrant’s independent public accountant during the period covered by the report.
 
(b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Christopher Kings, Chief Executive Officer - Finance and Administration, and Jeffrey White, Chief Financial Officer, Chief Accounting Officer and Treasurer
 
 
 
 
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\CHRISTOPHER KINGS _________________
Christopher Kings
      Chief Executive Officer - Finance and Administration
Date  May 28, 2024


Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
By S\CHRISTOPHER KINGS _________________
Christopher Kings
      Chief Executive Officer - Finance and Administration
Date  May 28, 2024
 
 
By S\JEFFREY WHITE______________________
      Jeffrey White
      Chief Financial Officer, Chief Accounting Officer and Treasurer
Date  May 28, 2024