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(MARK ONE)UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-KÈ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the fiscal year ended September 30, 2009or‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period fromtoCommission file number 001-09318FRANKLIN RESOURCES, INC.(Exact name of registrant as specified in its charter)Delaware 13-2670991(State or other jurisdiction of incorporation or(I.R.S. Employer Identification No.)organization)One Franklin Parkway, San Mateo, California 94403(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code: (650) 312-2000Securities registered pursuant to Section 12(b) of the Act:Title of each className of each exchange on which registeredCommon Stock, par value $.10 per shareNew York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.È YES ‘ NOIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.‘ YES È NOIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days.È YES ‘ NOIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (orfor such shorter period that the registrant was required to submit and post such files).È YES ‘ NOIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) isnot contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ‘Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):Large accelerated filer È Accelerated filer ‘Non-accelerated filer ‘ (Do not check if a smaller reporting company) Smaller reporting company ‘Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).‘ YES È NOThe aggregate market value of the voting common equity (“common stock”) held by non-affiliates of the registrant, as ofMarch 31, 2009 (the last business day of registrant’s second quarter of fiscal year 2009), was approximately $8.2 billion based uponthe last sale price reported for such date on the New York Stock Exchange. For purposes of this calculation, shares of common stockheld or controlled by executive officers and directors of the registrant and by persons who hold more than 5% of the outstandingshares of common stock have been treated as shares held by affiliates. However, such treatment should not be construed as anadmission that any such person is an “affiliate” of the registrant. The registrant has no non-voting common equity.Number of shares of the registrant’s common stock outstanding at October 31, 2009: 229,249,998.DOCUMENTS INCORPORATED BY REFERENCE:Certain portions of the registrant’s definitive proxy statement for its annual meeting of stockholders, to be filed with theSecurities and Exchange Commission within 120 days after September 30, 2009, are incorporated by reference into Part III of thisreport.