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FRANKLIN MUTUAL SHARES FUND Let’s Suppose... ...you were 30 years old in 1982. And suppose you had invested $5,500 in Franklin Mutual Shares Fund. And let’s suppose you continued to invest $5,500 in the fund each year since then. Now it’s 35 years later. You’re 65 years old and thinking about retirement. What would the value of your investments have grown to? NOT FDIC INSURED | MAY LOSE VALUE | NO BANK GUARANTEE Over 1.9 Million Dollars! AND ALL FROM TOTAL INVESTMENTS OF JUST $192,500. (Assumes no withdrawals are made during 35-year period.) The table below illustrates a hypothetical continuous investment strategy of $5,500 per year (with dividends and capital gains distributions reinvested). It covers the period from 1982 through 2016. Returns do not take into account federal, state and municipal taxation consequences. If taxes were taken into account, the hypothetical values shown would be reduced. Performance data represents past performance, which does not guarantee future results. Current performance may differ from the figures shown. The fund’s investment return and principal value will change with market conditions, and you may have a gain or a loss when you sell your shares. Please call Franklin Templeton Investments at (800) DIAL BEN/342-5236 or visit franklintempleton.com for the most recent month-end performance. Class Z shares are only offered to certain eligible investors as stated in the prospectus. They are offered without sales charges or Rule 12b-1 fees. The fund offers multiple share classes, which are subject to different fees and expenses that will affect their performance. Please see the prospectus for details. The total amount you invested would be. . . . . . . . . . . . . . . $192,500 By comparison, the value of your account on December 31, 2016, would have been. . . . . . . . . . . . $1,911,9351 FRANKLIN MUTUAL SHARES FUND–CLASS Z Hypothetical Illustration Period Ended Dec. 31 Total Cumulative Investment Annual Reinvestment (Dividends and Capital Gains) Account Market Value2 Total Cumulative Shares Owned Fund Calendar Year Returns 1982 $5,500 $768 $6,350 782 12.87% 1983 $11,000 $893 $15,038 1,519 36.65% 1984 $16,500 $1,960 $22,607 2,247 14.47% 1985 $22,000 $2,960 $35,174 3,056 26.73% 1986 $27,500 $3,978 $46,737 3,870 16.99% 1987 $33,000 $10,625 $59,874 5,177 6.34% 1988 $38,500 $8,814 $85,098 6,278 30.69% 1989 $44,000 $14,480 $103,863 7,733 14.93% 1990 $49,500 $6,970 $98,865 8,766 -9.82% 1991 $55,000 $6,779 $126,067 9,774 20.99% 1992 $60,500 $9,789 $159,447 10,867 21.33% 1993 $66,000 $17,415 $199,414 12,316 21.00% 1994 $71,500 $15,026 $214,124 13,606 4.53% 1995 $77,000 $42,110 $283,411 16,392 29.11% 1996 $82,500 $38,193 $348,623 18,773 20.76% 1997 $88,000 $40,841 $447,325 21,011 26.38% 1998 $93,500 $39,211 $454,886 23,280 0.45% 1999 $99,000 $47,682 $529,363 25,911 15.00% 2000 $104,500 $87,565 $609,056 30,776 13.83% 2001 $110,000 $50,308 $653,082 33,595 6.32% 2002 $115,500 $17,468 $586,929 34,853 -10.89% 2003 $121,000 $11,317 $750,217 35,759 26.62% 2004 $126,500 $29,617 $860,620 37,337 13.89% 2005 $132,000 $56,249 $956,190 39,924 10.39% 2006 $137,500 $89,161 $1,138,160 43,624 18.37% 2007 $143,000 $71,198 $1,181,321 46,619 3.30% 2008 $148,500 $22,188 $736,974 48,105 -37.92% 2009 $154,000 $20,789 $952,283 49,624 28.20% 2010 $159,500 $31,809 $1,070,481 51,490 11.75% 2011 $165,000 $26,486 $1,059,777 53,122 -1.50% 2012 $170,500 $26,341 $1,226,359 54,553 15.14% 2013 $176,000 $24,253 $1,577,621 55,668 28.10% 2014 $181,500 $54,993 $1,703,579 57,709 7.60% 2015 $187,000 $137,205 $1,644,134 63,236 -3.81% 2016 $192,500 $121,649 $1,911,935 67,751 15.88% $192,500 $1,187,088 $1,911,935 67,751 TOTAL Average Annual Total Returns3 (Periods Ended March 31, 2017) Sales Charges: Class Z: None; Class A: Maximum 5.75% Initial Sales Charge. Class Z: Class A (With Sales Charge) 4 Class A (Without Sales Charge) 4 1-Year 5-Year 10-Year 20-Year Since Inception (7/1/49) 19.72% 10.93% 4.88% 8.08% 12.85% 12.53% 9.32% 3.96% 7.42% 11.84% 19.40% 10.62% 4.58% 7.73% 11.94% Total Annual Operating Expenses: Class Z: 0.80% Class A: 1.05% The Overall Morningstar RatingTM 5 HHHH As of March 31, 2017, the fund’s Class Z shares received a 4-star overall Morningstar Rating™, measuring risk-adjusted returns against 139, 125 and 102 U.S.-domiciled US Fund Allocation—85%+ Equity mutual funds and exchange traded funds over the 3-, 5- and 10- year periods, respectively. A fund’s overall rating is derived from a weighted average of the performance figures associated with its 3-, 5- and 10-year (if applicable) rating metrics. 1. These returns and the 3 5-year hypothetical illustration do not take into account federal, state and municipal taxation; figures are for illustrative purposes only. Federal and applicable state and municipal income taxes are imposed on dividends and capital gains distributions (including reinvested ones) and on net capital gains resulting from sales of shares. The chart reflects year-end values prior to subsequent year’s investment. 2. Market Value is the cumulative total investment plus the cumulative amount of income dividends reinvested prior to subsequent year’s investment. 3. The fund offers other share classes, subject to different fees and expenses that will affect their performance. 4. Class A: Prior to 11/1/96, the fund offered only a single class of shares without a sales charge and Rule 12b-1 expenses, Class Z shares. Figures reflect a restatement of the original share class to include both the Rule 12b-1 fees and maximum initial sales charges (when quoting figures with sales charges) applicable to each share class as though in effect from the fund’s inception. For periods after 11/1/96, actual performance is used, reflecting all charges and fees applicable to that class. 5. Source: Morningstar®, 3/31/17. For each mutual fund and exchange traded fund with at least a 3-year history, Morningstar calculates a Morningstar Rating™ based on how a fund ranks on a Morningstar Risk-Adjusted Return measure against other funds in the same category. This measure takes into account variations in a fund’s monthly performance, and does not take into account the effects of sales charges, placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10% receive 1 star. The weights are: 100% 3-year rating for 36–59 months of total returns, 60% 5-year rating/40% 3-year rating for 60–119 months of total returns, and 50% 10-year rating/30% 5-year rating/20% 3- year rating for 120 or more months of total returns. While the 10-year overall star rating formula seems to give the most weight to the 10-year period, the most recent 3-year period actually has the greatest impact because it is included in all three rating periods. Class Z shares of Franklin Mutual Shares Fund received a Morningstar Rating of 4, 5 and 4 star(s) for the 3-, 5- and 10-year periods, respectively. Morningstar Rating™ is for the named share class only; other classes may have different performance characteristics. Past performance is not an indicator or a guarantee of future performance. Source: Morningstar. Important data provider notices and terms available at www.franklintempletondatasources.com. FUND DESCRIPTION: The fund seeks capital appreciation, with income as a secondary goal. Its strategy is focused on undervalued mid- and large-cap equity securities, which may include foreign securities and, to a lesser extent, distressed securities and merger arbitrage. A FEW WORDS ABOUT RISK Because the investment program in this flyer involves a substantial investment in a single mutual fund, it carries greater risks than an investment program associated with a more diversified portfolio. All investments involve risks, including possible loss of principal. Value securities may not increase in price as anticipated or may decline further in value. Special risks are associated with foreign investing, including currency fluctuations, economic instability and political developments. The fund’s investments in companies engaged in mergers, reorganizations or liquidations also involve special risks as pending deals may not be completed on time or on favorable terms. The fund may invest in lower-rated bonds, which entail higher credit risk. Please consult the prospectus for a more detailed description of the fund’s risks. Investors should carefully consider a fund’s investment goals, risks, charges and expenses before investing. To obtain a summary prospectus and/or prospectus, which contains this and other information, talk to your financial advisor, call us at (800) DIAL BEN/342-5236 or visit franklintempleton.com. Please carefully read a prospectus before you invest or send money. Franklin Templeton Distributors, Inc. One Franklin Parkway San Mateo, CA 94403-1906 (800) DIAL BEN® / 342-5236 franklintempleton.com © 2017 Franklin Templeton Investments. All rights reserved. Franklin Mutual Shares Fund Symbols: Z Shares: MUTHX A Shares: TESIX C Shares: TEMTX R Shares: TESRX UPD 08/17 074 BSUP 04/17