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PART IIIItem 10. Directors, Executive Officers and Corporate Governance.The information required by this Item 10 with respect to executive officers of the Company iscontained at the end of Part I of this Form 10-K under the heading “Executive Officers of the Registrant”.Code of Ethics. The Company has adopted a Code of Ethics and Business Conduct (the “Code ofEthics”) that applies to the Company’s principal executive officer, principal financial officer, principalaccounting officer, controller, and any persons performing similar functions, as well as all directors, officersand employees of the Company and its subsidiaries and affiliates. The Code of Ethics is posted on theCompany’s website at www.franklinresources.com under “Corporate Governance” on the “Our Company”page. A copy of the Code of Ethics is available in print free of charge to any stockholder who requests acopy. Interested parties may address a written request for a printed copy of the Code of Ethics to: Secretary,Franklin Resources, Inc., One Franklin Parkway, San Mateo, California 94403-1906. The Company intendsto satisfy the disclosure requirement regarding any amendment to, or a waiver from, a provision of the Codeof Ethics for the Company’s principal executive officer, principal financial officer, principal accountingofficer or controller, or persons performing similar functions, by posting such information on its website.The other information required by this Item 10 is incorporated by reference from the informationprovided under the sections entitled “Proposal No.1 Election of Directors–Nominees”, “Proposal No. 1Election of Directors–Information about the Board and its Committees–The Audit Committees” and“Proposal No. 1 Election of Directors–Section 16(a) Beneficial Ownership Reporting Compliance” from theCompany’s definitive proxy statement for its annual meeting of stockholders (“2010 Proxy Statement”) tobe filed with the SEC within 120 days after September 30, 2009.NYSE Annual Certification Disclosure. In March 2009, the annual certification required bySection 303A.12(a) of the NYSE Listed Company Manual was submitted by the Company’s ChiefExecutive Officer to the NYSE, without any qualifications.Last fiscal year, the Company filed with the SEC, as exhibits to its Form 10-K for the fiscal year endedSeptember 30, 2008, the certifications of its Chief Executive Officer and Chief Financial Officer requiredby Section 302 of the Sarbanes-Oxley Act of 2002. The Company is filing with the SEC, as exhibits to thisForm 10-K, the certifications of its Chief Executive Officer and Chief Financial Officer required bySection 302 of the Sarbanes-Oxley Act of 2002.Item 11.Executive Compensation.The information required by this Item 11 is incorporated by reference from the information providedunder the section entitled “Proposal No. 1 Election of Directors–Director Fees” and “Proposal No. 1Election of Directors–Executive Compensation” of the Company’s 2010 Proxy Statement.Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters.The information required by this Item 12 with respect to security ownership of certain beneficialowners and management is incorporated by reference from the information provided under the sectionsentitled “Proposal No. 1 Election of Directors–Security Ownership of Principal Stockholders” and“Proposal No. 1 Election of Directors–Security Ownership of Management” of the Company’s 2010 ProxyStatement.112