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Item 15.(a)(1)(a)(2)(a)(3)PART IVExhibits, Financial Statement Schedules.The financial statements filed as part of this report are listed in Item 8 of this Form 10-K.No financial statement schedules are required to be filed as part of this report because allsuch schedules have been omitted. Such omission has been made on the basis thatinformation is provided in the financial statements, or in the related notes thereto, in Item 8of this Form 10-K or is not required to be filed as the information is not applicable.Exhibits.Exhibit No.Description3(i)(a) Registrant’s Certificate of Incorporation, as filed November 28, 1969,incorporated by reference to Exhibit (3)(i) to the Registrant’s Annual Report onForm 10-K for the fiscal year ended September 30, 1994 (File No. 001-09318)(the “1994 Annual Report”)3(i)(b)3(i)(c)3(i)(d)3(i)(e)Registrant’s Certificate of Amendment of Certificate of Incorporation, as filedMarch 1, 1985, incorporated by reference to Exhibit 3(ii) to the 1994 AnnualReportRegistrant’s Certificate of Amendment of Certificate of Incorporation, as filedApril 1, 1987, incorporated by reference to Exhibit 3(iii) to the 1994 AnnualReportRegistrant’s Certificate of Amendment of Certificate of Incorporation, as filedFebruary 2, 1994, incorporated by reference to Exhibit 3(iv) to the 1994 AnnualReportRegistrant’s Certificate of Amendment of Certificate of Incorporation, as filedon February 4, 2005, incorporated by reference to Exhibit (3)(i)(e) to theRegistrant’s Quarterly Report on Form 10-Q for the period ended December 31,2004 (File No. 001-09318)3(ii) Registrant’s Amended and Restated By-laws (as adopted December 12, 2008and effective March 11, 2009), incorporated by reference to Exhibit 3.1 to theRegistrant’s Form 8-K filed with the SEC on December 17, 2008 (FileNo. 001-09318)4.1 Indenture between Franklin Resources, Inc. and The Bank of New York TrustCompany, N.A. (as successor to The Chase Manhattan Bank and ChemicalBank), as trustee, dated as of May 19, 1994, incorporated by reference to Exhibit4 to the Registrant’s Registration Statement on Form S-3 filed with the SEC onApril 14, 1994 (File No. 033-53147)4.2 Form of First Supplemental Indenture, dated October 9, 1996, between FranklinResources, Inc. and The Bank of New York Trust Company, N.A. (as successorto The Chase Manhattan Bank and Chemical Bank), as trustee, incorporated byreference to Exhibit 4.2 to the Registrant’s Registration Statement on From S-3filed with the SEC on October 4, 1996 (File No. 333-1201)10.1 Representative Form of Investment Management Agreement between FranklinAdvisers, Inc. and certain funds (filed herewith)114