Exhibit No.DescriptionEXHIBIT INDEX3(i)(a) Registrant’s Certificate of Incorporation, as filed November 28, 1969, incorporated byreference to Exhibit (3)(i) to the Registrant’s Annual Report on Form 10-K for the fiscal yearended September 30, 1994 (File No. 001-09318) (the “1994 Annual Report”)3(i)(b) Registrant’s Certificate of Amendment of Certificate of Incorporation, as filed March 1, 1985,incorporated by reference to Exhibit 3(ii) to the 1994 Annual Report3(i)(c) Registrant’s Certificate of Amendment of Certificate of Incorporation, as filed April 1, 1987,incorporated by reference to Exhibit 3(iii) to the 1994 Annual Report3(i)(d) Registrant’s Certificate of Amendment of Certificate of Incorporation, as filed February 2,1994, incorporated by reference to Exhibit 3(iv) to the 1994 Annual Report3(i)(e) Registrant’s Certificate of Amendment of Certificate of Incorporation, as filed on February 4,2005, incorporated by reference to Exhibit (3)(i)(e) to the Registrant’s Quarterly Report onForm 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, 2008 and effectiveMarch 11, 2009), incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filedwith the SEC on December 17, 2008 (File No. 001-09318)4.1 Indenture between Franklin Resources, Inc. and The Bank of New York Trust Company, N.A.(as successor to The Chase Manhattan Bank and Chemical Bank), as trustee, dated as of May19, 1994, incorporated by reference to Exhibit 4 to the Registrant’s Registration Statement onForm S-3 filed with the SEC on April 14, 1994 (File No. 033-53147)4.2 Form of First Supplemental Indenture, dated October 9, 1996, between Franklin Resources,Inc. and The Bank of New York Trust Company, N.A. (as successor to The Chase ManhattanBank and Chemical Bank), as trustee, incorporated by reference to Exhibit 4.2 to theRegistrant’s Registration Statement on From S-3 filed with the SEC on October 4, 1996 (FileNo. 333-1201)10.1 Representative Form of Investment Management Agreement between Franklin Advisers, Inc.and certain funds (filed herewith)10.2 Representative Form of Subadvisory Agreement between Franklin Advisers, Inc. andTempleton Investment Counsel, LLC (filed herewith)10.3 Representative Form of Distribution Agreement between Franklin/Templeton Distributors,Inc. and certain funds (filed herewith)10.4 Representative 12b-1 Form of Amended and Restated Class A Distribution Plan betweenFranklin/Templeton Distributors, Inc. and certain Franklin, Templeton and Mutual Seriesretail funds, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report onForm 10-Q for the period ended March 31, 2009 (File No. 001-09318) (“March 2009Quarterly Report”)10.5 Representative 12b-1 Form of Amended and Restated Class B Distribution Plan betweenFranklin/Templeton Distributors, Inc. and certain Franklin, Templeton and Mutual Seriesretail funds (filed herewith)10.6 Representative 12b-1 Form of Amended and Restated Class C Distribution Plan betweenFranklin/Templeton Distributors, Inc. and certain Franklin, Templeton and Mutual Seriesretail funds (filed herewith)120
Exhibit No.Description10.7 Representative 12b-1 Form of Amended and Restated Class R Distribution Plan betweenFranklin/Templeton Distributors, Inc. and certain Franklin, Templeton and Mutual Seriesretail funds (filed herewith)10.8 Representative 12b-1 Form of Amended and Restated Class 2, 3 and 4 Distribution Planbetween Franklin Templeton Variable Insurance Products Trust and Franklin/TempletonDistributors, Inc. (filed herewith)10.9 Representative Form of Amended and Restated Transfer Agent and Shareholder ServicesAgreement between Franklin Templeton Investor Services, LLC and certain funds (filedherewith)10.10 Representative Form of Fund Administration Agreement between Franklin TempletonServices, LLC and certain funds (filed herewith)10.11 Representative Form of Multiple Class Plan on behalf of certain funds (filed herewith)10.12 Representative Form of Investment Management Agreement for Separate Account Clients(filed herewith)10.13 Representative Form of Investment Management with Custody Agreement for High Net-Worth Clients (filed herewith)10.14 Representative Form of Custody-Only Agreement for High-Net Worth Clients (filedherewith)10.15 Representative Form of Participation Agreement between Franklin Templeton VariableInsurance Products Trust, Franklin/Templeton Distributors, Inc. and certain other parties(filed herewith)10.16 Representative Form of Participation Agreement Addendum between Franklin TempletonVariable Insurance Products Trust and certain other parties (filed herewith)10.17 Representative Form of Form of Fund of Funds Subscription Agreement between FranklinTempleton Variable Insurance Products Trust and certain funds (filed herewith)10.18 Representative Form of Administrative Services Agreement between Franklin TempletonServices, LLC and certain insurance companies (filed herewith)10.19 Five Year Facility Credit Agreement dated as of June 10, 2005 among Franklin Resources,Inc., the Banks parties thereto, Bank of America, N.A. and The Bank of New York, as Co-Syndication Agents, Citibank, N.A. and BNP Paribas, as Co-Documentation Agents, andJPMorgan Chase Bank, N.A., as Administrative Agent, incorporated by reference to Exhibit10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 16, 2005(File No. 001-09318)10.20 Managed Operations Services Agreement between Franklin Templeton Companies, LLC, andInternational Business Machines Corporation dated February 6, 2001, incorporated byreference to Exhibit 10.56 to the Registrant’s Quarterly Report on Form 10-Q for the periodended March 31, 2001 (File No. 001-09318)10.21 Amendments dated July 2, 2001, June 10, 2002 and February 3, 2003 to the ManagedOperations Services Agreement dated February 6, 2001, between Franklin TempletonCompanies, LLC and International Business Machines Corporation, incorporated by referenceto Exhibit 10.69 to the Registrant’s Quarterly Report on Form 10-Q for the period endedMarch 31, 2003 (File No. 001-09318)121
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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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Item 8.Financial Statements and Sup
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REPORT OF INDEPENDENT REGISTERED PU
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CONSOLIDATED BALANCE SHEETS(dollars
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