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
Exhibit No.Description10.2 Representative Form of Subadvisory Agreement between Franklin Advisers,Inc. and Templeton Investment Counsel, LLC (filed herewith)10.3 Representative Form of Distribution Agreement between Franklin/TempletonDistributors, Inc. and certain funds (filed herewith)10.4 Representative 12b-1 Form of Amended and Restated Class A Distribution Planbetween Franklin/Templeton Distributors, Inc. and certain Franklin, Templetonand Mutual Series retail funds, incorporated by reference to Exhibit 10.1 to theRegistrant’s Quarterly Report on Form 10-Q for the period ended March 31,2009 (File No. 001-09318) (“March 2009 Quarterly Report”)10.5 Representative 12b-1 Form of Amended and Restated Class B Distribution Planbetween Franklin/Templeton Distributors, Inc. and certain Franklin, Templetonand Mutual Series retail funds (filed herewith)10.6 Representative 12b-1 Form of Amended and Restated Class C Distribution Planbetween Franklin/Templeton Distributors, Inc. and certain Franklin, Templetonand Mutual Series retail funds (filed herewith)10.7 Representative 12b-1 Form of Amended and Restated Class R Distribution Planbetween Franklin/Templeton Distributors, Inc. and certain Franklin, Templetonand Mutual Series retail funds (filed herewith)10.8 Representative 12b-1 Form of Amended and Restated Class 2, 3 and 4Distribution Plan between Franklin Templeton Variable Insurance ProductsTrust and Franklin/Templeton Distributors, Inc. (filed herewith)10.9 Representative Form of Amended and Restated Transfer Agent and ShareholderServices Agreement between Franklin Templeton Investor Services, LLC andcertain funds (filed herewith)10.10 Representative Form of Fund Administration Agreement between FranklinTempleton Services, LLC and certain funds (filed herewith)10.11 Representative Form of Multiple Class Plan on behalf of certain funds (filedherewith)10.12 Representative Form of Investment Management Agreement for SeparateAccount Clients (filed herewith)10.13 Representative Form of Investment Management with Custody Agreement forHigh Net-Worth Clients (filed herewith)10.14 Representative Form of Custody-Only Agreement for High-Net Worth Clients(filed herewith)10.15 Representative Form of Participation Agreement between Franklin TempletonVariable Insurance Products Trust, Franklin/Templeton Distributors, Inc. andcertain other parties (filed herewith)10.16 Representative Form of Participation Agreement Addendum between FranklinTempleton Variable Insurance Products Trust and certain other parties (filedherewith)115
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G A I N F R O M O U R P E R S P E C
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Letter to StockholdersGregory E. Jo
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LETTER TO STOCKHOLDERSHaving announ
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Directors and OfficersDirectorsChar
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Performance GraphThe following perf
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(MARK ONE)UNITED STATESSECURITIES A
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operational and other services requ
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A. Assets Under Management (“AUM
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60 days. If agreements representing
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Similar arrangements exist with the
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We generally operate our institutio
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Franklin Templeton Variable Insuran
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CATEGORY(and approximate amount of
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The following table sets forth the
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Korea; the Commission de Surveillan
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COMPETITIONThe financial services i
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or other efforts successfully stabi
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and, consequently, we are incurring
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such as information, systems and te
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like our business, is based in part
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orrowing costs and limit our access
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director of various subsidiaries of
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PART IIItem 5. Market for Registran
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OverviewWe are a global investment
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Net income decreased in fiscal year
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Investment Management Fee RateThe f
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accounts closed in a calendar year
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Information Systems, Technology and
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Our investments in sponsored invest
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At September 30, 2009, we had $355.
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Off-Balance Sheet ArrangementsAs of
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The fair value of retained subordin
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Indefinite-lived intangible assets
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the position will be sustained upon
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Selected Quarterly Financial Data (
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The following is a summary of the e
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